ABN 51 127 297 170
Annual Financial
Report
For the year ended 30 June 2022
CONTENTS
Letter from the Chair
Review of Operations
Schedule of Tenements and Competent Persons Statements
Corporate Governance
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Director’s Declaration
Independent Audit Report to the Members of Metal Bank Limited
Additional Information for Listed Companies
1
2
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16
17
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63
Corporate Directory
66
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Dear Shareholder
On behalf of the Directors of Metal Bank Limited (Metal
Bank, MBK or the Company), I am pleased to report on
the activities of the Company for the year ended 30 June
2022.
In pursuit of our strategy of building a copper, cobalt and gold company, this year we exercised our
option to earn into the Millennium copper & cobalt project, completed the Livingstone gold project
acquisition, and completed a significant capital raising, resulting in a transformed MBK holding a
significant portfolio of advanced copper and gold exploration projects, all with substantial upside.
Our projects now include:
•
•
•
the Millennium Copper & Cobalt project (MBK earning 80%) holding high grade, shallow
resources with significant potential for expansion, on granted Mining Leases and near processing
solutions in the Mt Isa region of Qld;
the advanced Livingstone Gold Project (MBK 75%) in a world class gold area near Meekathara
in WA, with existing resources, multiple prospects and potential for significant expansion; and
the 8 Mile, Wild Irishman and Eidsvold Gold projects in South East Queensland with drill-
proven high grade vein-style and bulk tonnage intrusion-related Au mineralisation.
During 2022 we have executed extensive exploration and drilling programs at both the Millennium
and Livingstone projects. We have safely completed over 8,000m of drilling at Livingstone and
3,000m of drilling at Millennium, with our focus being on short term resource growth and exploration
discovery. We have experienced weather delays at both projects and substantial delays in the time
for processing and obtaining assay results, an issue affecting the whole industry.
Our exploration successes during the year include extending the strike length of the Kingsley
mineralisation at Livingstone from 750m to approximately 1.8km and expanding the Millennium
project mineralisation to the north and identifying the potential for deeper mineralisation.
We are disappointed that our gold, copper and cobalt resources and our growth and exploration
successes this year have not been reflected in the market capitalisation of the Company. We believe
the company is well placed for a re-rating given our existing resources, multiple prospects and
potential for significant expansion at Livingstone and our high grade, shallow resources on granted
mining leases and near processing solutions at Millennium.
We will continue to remain focussed on delivering results, increasing our resources and making new
exploration discoveries to deliver significant growth and value for our shareholders.
We thank our shareholders for their ongoing support.
Inés Scotland
Non-executive Chair
29 September 2022
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Highlights
Livingstone
Project - WA
• 75% interest in the Livingstone gold Project acquired in December 2021
• A Maiden Inferred Mineral Resource1 of 30,500oz Au @ 1.42g/t (JORC
2012) at the Kingsley deposit, open at depth and along strike in both
directions and an additional Exploration Target reported in January 2022
• 3,500m of Phase 1 drilling completed at Livingstone during the year
extending the Kingsley mineralisation from 750m to 1.8kms
• Phase 2 of the 2022 drilling program completed in September 2022
focused on:
o confirming extensions to mineralisation at Kingsley
o assessing
the potential
for additional Resources at
Livingstone North
o defining a clear path to additional mineralisation within the
tenement package
Millennium
Project - Qld
•
initial 2021 drill program provided confidence in growth upside and
expansion potential of existing JORC 2012-compliant Inferred Resource of
5.9Mt @ 1.08% CuEq (Cu-Co-Au-Ag) 2
• Agreement to earn-in up to an 80% interest signed in December 2021
• 2022 exploration program commenced aimed at significantly increasing
existing resources to underpin an updated JORC 2012 Resource
statement in late 2022
• 1,500m of Phase 1 RC drilling completed with results 3 including:
o 5m @ 2.27% Cu, 0.09% Co and 0.94g/t Au (MI22RC02, 104-
109m)
o 6m @ 1.24% Cu, 0.5g/t Au (MI22RC07, 60-66m)
o 9m @ 0.84% Cu, 0.19% Co and 0.23g/t Au (MI22RC07, 71-
80m)
• 1,000m of Phase 2 infill, metallurgical sampling and deeper drilling
completed in September 2022 (assays awaited)
SE Qld Projects • Exploration licence over the Wild Irishman prospect granted
• 8 Mile project area expanded with potential southern extensions to the
Floris Find JORC 2012 Resource and Exploration Target
1 MBK ASX Release 18 January 2022 “Kingsley deposit Maiden Mineral Resource Estimate and updated Exploration Target”
2 HMX ASX Announcement dated 6 December 2016 and MBK ASX Release dated 13 December 2021 “MBK signed Earn-in
and JV Agreement for the Millennium Project”
3 MBK ASX Release dated 7 July 2022 “Millennium Exploration update – Early Assays Received”
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Business Overview
MBK holds a significant portfolio of advanced gold and copper exploration projects, with
substantial growth upside, including:
•
the right to earn up to 80% of the Millennium Copper & Cobalt project which holds an inferred
2012 JORC resource of 5.9Mt4 @ 1.08% CuEq across 5 granted Mining Leases with significant
potential for expansion;
• a 75% interest in the advanced Livingstone Gold Project in WA which holds a JORC 2004
Inferred Resource of 49,900oz Au 5 at the Homestead prospect, a JORC 2012 Inferred Resource
of 30,500oz 6 Au at Kingsley, and an Exploration Target5 of 290 – 400Kt at 1.8 – 2.0 g/t Au for
16,800 – 25,700oz Au at Kingsley; and
•
the 8 Mile, Wild Irishman and Eidsvold Gold projects in South East Queensland where
considerable work by MBK to date has drill-proven both high grade vein-style and bulk tonnage
intrusion-related Au mineralisation.
4 HMX ASX Announcement dated 6 December 2016 and MBK ASX Release dated 13 December 2021 “MBK signs Earn-in
and JV Agreement for the Millennium Project”
5 070301_HC_TR_BoundaryResourceEstimate_R2004 – Talisman Mining Ltd and KSN ASX Announcement dated 2
December 2020
6 MBK ASX Release 18 January 2022 “Kingsley Deposit Maiden Mineral Resource Estimate and updated Exploration Target”
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Livingstone Project – MBK 75%
MBK completed the acquisition of Kingston Resources Limited’s (Kingston) wholly-owned
subsidiary, WesternX Pty Ltd and its 75% interest in the advanced Livingstone gold project in
Western Australia (Livingstone Project) in December 2021.
The Livingstone acquisition represents an outstanding growth opportunity for the Company.
The Livingstone Project includes advanced gold exploration projects, located 140km northwest of
Meekatharra in Western Australia. It includes 395 km2 of granted exploration licences, with the licences
covering the entire western arm of the Proterozoic Bryah-Padbury Basin (host to the Fortnum,
Horseshoe and Peak Hill gold deposits and >2Moz Au endowment).
The Livingstone Project provides:
• a JORC 2004 Inferred Resource7 of 49,900oz Au8 at the Homestead prospect with potential for
expansion;
•
•
•
the Kingsley deposit hosting JORC 2012 Inferred Resource of 30,500oz Au 9;
the Kingsley Exploration Target of 290 - 400kt at 1.8 -2.0 g/t for 16,800 – 25,700oz Au7;
the Livingstone prospect with extensive Au-in soil anomaly, historical mining activities and
historical high-grade drilling intersections;
• multiple advanced gold targets (Figure 2), inadequately tested to date including Hilltop, Stanley,
Winja, Winja West, VHF
• multi element targets including Kirba (Ni) and Iron Ore (Fe); and
• over 10 regional greenfields targets identified by independent experts with a 40km prospective
strike length.
It should be noted that the JORC 2004 Inferred Resource originally reported by Talisman Mining
Ltd and by Kingston3 has not been reported in accordance with the JORC Code 2012 and a
Competent Person has not done sufficient work to classify the estimates of Mineral Resources
7 MBK ASX Release 26 October 2021 “Livingstone Acquisition and Entitlement Offer to raise $6.34M”
8 070301_HC_TR_BoundaryResourceEstimate_R2004 – Talisman Mining Ltd, and KSN ASX Announcement dated 2 December 2020
9 MBK ASX Release 18 January 2022 “Kingsley Deposit Maiden Mineral Resource Estimate and updated Exploration Target”
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
in accordance with the JORC Code 2012. It is possible that following evaluation and/or further
exploration work the currently reported estimates may materially change and hence will need to
be reported afresh under and in accordance with the JORC Code 2012. Nothing has come to
the attention of the Company that causes it to question the accuracy or reliability of the estimates,
but the Company has not independently validated the estimates and therefore the Company is
not regarded as reporting, adopting or endorsing those estimates.
Although the Exploration Target for Kingsley is based on existing drilling data it should be noted
that the potential quantity and grade of the Exploration Target for the Kingsley deposit is
conceptual in nature. There is no reliable drilling information beyond the drilling completed in
2018-20 sufficient to estimate a Mineral Resource over the Exploration Target area and it is
uncertain if further exploration will result in the estimation of a Mineral Resource over this area.
In January 2022, MBK reported a maiden JORC 2012-compliant Mineral Resource Estimate for the
Kingsley deposit of 669Kt at 1.42g/t Au for 30,500oz Au (0.5g/t Au cut-off) 10. This initial JORC 2012-
compliant Inferred Resource was based on drilling completed to date, continuity of mineralisation
demonstrated on multiple structures over 1km of strike to a maximum depth below surface of ~75m
and positive metallurgical testwork, in conjunction with updated economic parameters.
In addition, previous drilling and the Mineral Resource Estimation work provided the basis for an
Exploration Target at Kingsley for an additional 290 – 400Kt at 1.8 – 2.0 g/t Au for 16,800 – 25,700oz
Au8. It should be noted that the potential quantity and grade of the Exploration Target is conceptual
in nature and there is insufficient drilling information to estimate a Mineral Resource over the
Exploration Target area and it is uncertain if further exploration will result in the estimation of a
Mineral Resource over this area.
Phase 1 of the Livingstone Project’s 2022 staged drilling program was completed during the year 11
comprising:
• 3000m of a combination of Aircore and RC drilling at the Kingsley deposit for Resource infill and
extension to the existing resource in both west and east extensions; and
• 1,079m of RC drilling at Homestead for updating the current JORC 2004 Resource to JORC
2012.
Phase 1 results reported in August 2022, increased the extent of gold mineralisation in the Kingsley
system from 750m to 1.8km in strike length and included:
• KE22RC005 12, 750m east of the Kingsley Resource, intercepted 4m @ 4.09g/t Au from 12m, 2m
@1.90g/t from 46m and 2m @ 18.15g/t from 54m (including 1m at 35.4g/t)
• KE22RC007 13 intercepted 4m @ 2.38g/t Au from 63m (including 1m at 7.41g/t) 400m east of the
current Kingsley Au Resource
• KE22RC00613 returned shallow gold intercepts of 4m @ 1.22g/t Au, including 1m @ 4.09g/t Au
from 24m in a previously untested zone 30m to the south of KE22RC005
• 10 Aircore holes at Kingsley East14 including:
o KE22AC005 returned 16m @1.40g/t Au from 64m including 4m @ 4.79g/t from 64m
and KE22AC010 returned 4m @ 4.14 g/t Au from 44m
• KW22RC001, 002 & 003 15, drilled 60m west of the existing Kingsley Resource model returning
broad zones of Au mineralisation:
o 16m@1.27g/t Au from 44m (including 6m @2.01g/t Au) from KW22RC001
o 12m @1.62g/t Au from 48m (including 3m @ 3.81g/t Au) from KW22RC002
10 MBK ASX Release 18 January 2022 “Kingsley Deposit Maiden Mineral Resource Estimate and updated Exploration Target”
11 MBK ASX Release 2 June 2022 “Exploration Update – Phase 1 Drilling Completed”
12 MBK ASX Release 1 August 2022 “High grade gold intercepted 750m East of Kingsley Resource”
13 MBK ASX Release 17 August 2022 “Gold intercepted 400m East of Kingsley Resource”
14 MBK ASX Release 24 August 2022 “Kingsley East aircore drilling results”
15 MBK ASX Release 4 August 2022 “Kingsley extension drilling intercepts Gold to the West”
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
• 3 scout aircore drill holes completed 200m to the west of the Kingsley Resource, returning highly
encouraging 4m composite grades of up to 4m @ 0.75 g/t Au (KW22AC003), providing further
support to western extensions to the mineralised system.
Figure 1: Kingsley Prospect area overview showing maiden Inferred Resource and notable drill
intersections outside the resource
Phase 2 drilling, comprising 50 holes for 3,240m of drilling have been completed following the end
of the year (assays awaited), including:
• 12 holes for 720m at Kingsley East;
• 27 holes for 1,860m at Livingstone North to validate historical drill results, target known
mineralised structures, and test significant gold-in-soil anomalism; and
• 11 holes for 660m at Stanley and Stella prospects.
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Figure 2: MBK Livingstone gold prospects
Livingstone deposit(s) pXRF characterisation study
Historical drilling assay data from the Livingstone deposits is limited to gold only. To better
characterise the deposits, MBK has completed multi-element pXRF analysis of over 3,000 historical
drilling pulps from Homestead, Kingsley and Stanley. The data will be used to ‘fingerprint’
mineralisation for the known deposits and identify chemical signatures proximal to mineralisation to
assist future drill targeting, near resource and regionally.
Infill and extension soil geochemistry survey
Soil geochemistry surveys have also been completed. These programmes were designed to infill
broad Au-in-soil anomalies to better define regional targets, and to extend data in areas not
previously explored, ensuring a pipeline of regional targets are available for advanced exploration,
including drill testing, in 2023. Assay results from these surveys are expected in September 2022.
Millennium Project – MBK earning up to 80%
After completing initial drilling in 2021, which provided confidence in the growth upside of the project,
MBK’s wholly owned subsidiary, MBK Millennium Pty Ltd (MBKM) entered into a formal earn-in and
joint venture agreement (JV Agreement) with Global Energy Metals Corporation (TSXV: GEMC)
(GEMC) and its wholly owned subsidiary, Element Minerals Australia Pty Ltd (EMA) in December
2021 to earn-in up to an 80% interest and joint venture the Millennium Copper, Cobalt and Gold
Project owned by EMA in Mt Isa, Queensland (Millennium Project).
The Millennium Project is an advanced copper, cobalt and gold project in the Mount Isa region, 19km
from the Rocklands copper-cobalt project, which is host to 55.4Mt of Resources grading 0.64%Cu,
0.15 g/t Au, 290ppm Co (0.90% CuEq) 16.
16 CDU:ASX Announcement dated 31 October 2017
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
The Millennium Project holds an inferred 2012 JORC resource of 5.9MT @ 1.08% CuEq 17 across 5
granted Mining Leases with significant potential for expansion.
During the Stage 1 earn-in, MBKM will sole fund exploration expenditure of $1M over 12 months to
earn a 51% interest in the Project.
The Millennium Project represents an excellent opportunity for MBK to advance and develop a
copper-cobalt asset of significant size, close to processing solutions and excellent infrastructure in
the Mount Isa region.
Following completion of its 2021 drill program, MBK commenced a review of the existing Resource
in the Southern and Central Areas of the Project, MBK’s 2021 drill results and other previous drilling.
Results from this review provided support for an initial Exploration Target for the Project of 8 – 10Mt
@ 1.0 – 1.1% CuEq 18. This Exploration Target is based on extensions both along strike and at depth
in both the Southern and Central Area copper-cobalt-gold Resources and also in the Northern Area,
where shallow copper intervals at broad spacing have been returned some 800-1000m north of the
closest Resource.
It should be noted that the Exploration Target is conceptual in nature. There has been insufficient
drilling at depth of the existing Resource and in the Northern Area of the project and insufficient
information relating to the Reasonable Prospects of Eventual Economic Extraction (RPEEE) of the
Millennium project to estimate a Mineral Resource over the Exploration Target area, and it is
uncertain if further study will result in the estimation of a Mineral Resource over this area. It is
acknowledged that the currently available data is insufficient spatially in terms of the density of drill
holes, and in quality, in terms of MBK’s final audit procedures for down hole data, data acquisition
and processing, for the results of this analysis to be classified as a Mineral Resource in accordance
with the JORC Code.
In addition to the Exploration Target areas, there are a number of adjacent and/or peripheral drill
ready targets including the Corella and Federal Trends plus key conceptual targets down dip of the
Northern, Central and Southern Areas towards and/or adjacent the Fountain Range/Quamby Fault
system. Scree and alluvial cover also obscure surface geology and geochemical signatures in areas,
adding to previous exploration complexity.
MBK is in the process of completing a three-phase work program for 2022, seeking to confirm the
Exploration Target and future Resource expansion and development potential.
The work program comprises:
• Phase 1 – 1800-2000m RC/DD completed during the year, to test open Southern and Central
Area shoots at depth, the shallow Northern Area extension and infill, and the adjacent
Pilgrim/Fountain Range/Quamby Fault Zone resource potential;
• Phase 2 – 2000m RC/DD drilling extension program, completed in September 2022, to infill
Resource gaps, extend near surface existing Resources, first pass testing of peripheral targets
and Phase 1 follow-up; and
• Phase 3 – 1500m RC Resource infill, economic assessment and follow-up work from Phase 1
and 2.
Upon receipt and assessment of results MBK will embark on a JORC 2012-compliant Resource
update and Scoping Study utilising appropriate economic parameters aimed for completion late
2022.
Results from Phase 1 drilling were received in July 202219, including six RC drill holes validating and
testing the existing resource (MI22RC02-07), one hole testing below the Federal workings
(MI22RC01) and four of six RC precollars to deeper diamond drill holes.
These results included:
• 5m @ 2.27% Cu, 0.09% Co and 0.94g/t Au (MI22RC02, 104-109m) – 30 metres north of the
current resource model;
17 MBK ASX Release dated 26 October 2021 “Livingstone Acquisition and Entitlement Offer”
18 MBK ASX Release dated 13 December 2021 “MBK signs Millennium Project Earn-in and JV Agreement”
19MBK ASX Release dated 7 July 2022 “Millennium Exploration Update – Early Assays Received”
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
• 6m @ 1.24% Cu, 0.5g/t Au (MI22RC07, 60-66m); and
• 9m @ 0.84% Cu, 0.19% Co and 0.23g/t Au (MI22RC07, 71-80m).
Results from holes MI22RC02, 03, 05, and 06 provide support to the resource model interpretation
and indicate potential for deeper mineralisation. The MI22RC02 intersection was some 30m north
outside the existing resource model and remains open further North along strike indicating potential
for resource extension. MI22RC07 displayed mineralisation shallower than previously modelled
(Figure 3).
In addition, encouraging observations and assay results were also returned from a RC pre-collar in
the expected barren hangingwall to the west of Millennium and towards the Pilgrim/Fountain Range
Fault Zone including 12m @ 0.26% Cu with minor cobalt and gold (MI22RD03, 136-148m).
Figure 3: Millennium Project – Interpreted basement, geology and drilling
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Results were in line with previous intersections and add support to the resource model interpretation.
Importantly, the MI22RC02 intersection was some 30m North outside the previous resource model
and remains open further North along strike supporting potential for extension to the existing
resource.
In addition, mineralisation noted in the hangingwall west of the main Millennium mineralised trend
returned broad encouraging results of 12m @ 0.26% Cu (MI22RD03, 136-148m) with minor Co and
Au. This supports additional mineralised structures within the granted MLs and/or a potential link with
the regionally significant Pilgrim/Fountain Range Fault Zone along the western margin of the project.
Phase 2 RC and Diamond drilling was completed in September 2022 (assays awaited) including
deeper diamond drilling for resource infill, Exploration Target confirmation, structural, geochemical
and geometallurgical sampling, and RC drilling seeking to extend and infill the Central Area Resource
to the north and confirm economic scope for the Northern Area.
South East Queensland Gold Projects
MBK’s South East QLD gold projects include 8-Mile, Wild Irishman and Eidsvold.
EPM27693 “Wild Irishman” was granted during the year. Wild Irishman, adjacent to the 8 Mile project,
enhances the Company’s search for intrusive related Au systems in a prospective region that hosts
multi-million-ounce gold mines including the Cracow (3Moz Au), and Mt Rawdon (2Moz Au) gold
mines as well as the historical Mt Morgan deposit (8Moz Au).
Wild Irishman includes two historical gold prospects and will allow MBK to actively explore for
southern extensions to the Floris Find mineralisation at 8 Mile and potentially grow the existing JORC
resource20.
Wild Irishman and Bullant
Wild Irishman, located approximately 20km south-east of Gin Gin, is contiguous with the 8 Mile
Project, and hosts two historical gold prospects: Wild Irishman and Bullant. (Figure 4)
Historically Wild Irishman produced 79 ounces of gold at an average grade of 17g/t Au in the 1930’s.
Workings comprised a series of shafts and drives up to 15m deep over 50m strike. Gold is hosted in
quartz veins and stockworks associated with the intrusion of various granitoids, with grades in areas
exceeding 40g/t (1934 government sampling). These intrusions form altered margins and hornfels in
the surrounding metasediments, with shallow drilling by Placer in 1994 intersecting hornfels
sediments suggesting the interpreted intrusion remains untested.
At Bullant, 1km to the SE of Wild Irishman, a north-south trending brecciated and mineralised fault
appears to extend for 3km with workings present over a strike of 200m. Au mineralisation of up to
27.4g/t Au was reported in rock chips. Limited drilling in 1988 by Keela-Wee Exploration and Axis
Mining intercepted 10m @ 1.4g/t Au. This zone is also coincident with hydrothermal destruction of
magnetite in regional magnetic data suggesting a blind IRG system.
20 MBK ASX Release 23 April 2020 “Eight Mile Project Maiden Gold Mineral Resource and Exploration Target”
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Figure 4: Geological map of application with high priority areas
Floris Find extensions
Metal Bank is actively exploring for intrusion related gold in the Goodnight Beds within 8 Mile’s
EPM26945. The Eastern Target, including the Flori’s Find prospect, is in the southeast of the EPM
area and was the main focus for advanced exploration activities in early 2021. Geological mapping
and interpretation by MBK indicates that this target continues south into the newly granted Wild
Irishman EPM27693.
The grant of the Wild Irishman EPM allows MBK to actively explore for southern extensions to the
Floris Find mineralisation and potentially grow the existing JORC resource.
MBK’s 2022 work program for the Wild Irishman and Floris Find projects was delayed due to
unseasonal weather and COVID related issues. The work program is now scheduled to be
completed by the end of 2022 and includes a gridded soil geochemistry survey, to build on MBK’s
work to the north. Subject to results, subsequent ground geophysics is proposed to refine drilling
targets to be tested in conjunction with the next phase of work at Flori’s Find aimed at infilling the
near surface Exploration Target for conversion to a Mineral Resource.
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
REVIEW OF OPERATIONS
Eidsvold Project
The Eidsvold Project presents a drill ready 7km2 opportunity at its Great Eastern Target21 of a similar
scale and geophysical response to the 3M oz Au Mt Leyshon deposit and 6 km northeast of the
Eidsvold historical goldfield with 100,000 oz Au historical production. Following successful
identification of intrusion-related alteration and veining at the Great Eastern Target as part of the
Queensland Government’s Collaborative Exploration Initiative and subsequent work, drilling during
2021 intersected strong alteration zones, broad enrichment and narrower high-grade mineralisation
returning up to 1m @ 0.25g/t Au, 139g/t Ag, 5.2% Pb-Zn and 0.12% Cu22.
This drilling has confirmed the location of an untested hydrothermal system west of the central Great
Eastern Target intrusive. IP/resistivity linework has extended the Great Eastern Target further west
and at shallower target depths.
The Company has developed further work programs for the Eidsvold project based on the results to
date, which include additional detailed geophysics (IP) and structural analysis over an area of
structural complexity to the south of the 2021 drilling with the aim of fine targeting the location of the
causative intrusive/s prior to further drilling. (Figure 5). MBK’s work program for Eidsvold for 2022
was delayed due to unseasonal weather and COVID related issues.
Figure 5: Eidsvold Great Eastern Target showing a potential source location of an Au-Cu
mineralised intrusion based on outcomes of Queensland Government CEI-funded drilling
Sue-Ann Higgins
Executive Director
29 September 2022
21 MBK ASX Release 5 May 2020
22 MBK ASX Release 31 May 2021
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
CORPORATE GOVERNANCE
Schedule of Tenements
Tenements
Location
Percentage Interest
Roar Resources Pty Ltd (Wholly Owned Subsidiary)
Eidsvold Project
EPM 18431
EPM 18753
8 Mile Project
EPM26945
Wild Irishman Project
EPM27693
EPM – Exploration Permit
Queensland
Queensland
100%
100%
Queensland
100%
Queensland
100%
MBK Millennium Pty Ltd (Wholly Owned Subsidiary)
Millennium Project – earning up to 80%
ML 2512
ML 2761
ML 2762
ML 7506
ML 7507
Queensland
Queensland
Queensland
Queensland
Queensland
Westernx Pty Ltd (Wholly Owned Subsidiary)
Livingstone Project – 75%
E52/3667
E52/3403
E52/3903
Western Australia
Western Australia
Western Australia
80%
80%
80%
80%
80%
75%
75%
75%
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
CORPORATE GOVERNANCE
Competent Persons Statement
The information in this report that relates to Mineral Resource Estimation of the Kingsley Deposit
was prepared and reported in accordance with the ASX Announcements referenced in this report
and is based on information compiled by Mr. Michael Job, a Competent Person who is a Fellow of
the Australasian Institute of Mining and Metallurgy and a full time employee of Cube Consulting Pty
Ltd.
The information in this report that relates to Mineral Resources of the Kingsley Deposit is based on
information compiled by Mr. Mike Atkinson, a Competent Person who is a Fellow of The Australasian
Institute of Geoscientists and a full time employee of MEC Mining.
The information in this report that relates to exploration results and Mineral Resources and Ore
Reserves for the Livingstone Project was prepared and reported in accordance with the ASX
Announcements, Talisman Mining and Kingston Resources News Releases referenced in this report.
The information in this report that relates to Mineral Resources of the Livingstone Project
(Homestead) is based on information compiled by Mr Steven Elliot, a Competent Person who was a
Member of the Australasian Institute of Mining and Metallurgy and a full time employee of Talisman
Mining Ltd at time of work.
The information in this report that relates to exploration results and Mineral Resources and Ore
Reserves for the Millennium Project was prepared and reported in accordance with the ASX
Announcements and Global Energy Metals Corporation (GEMC) News Releases referenced in this
report. The information in this report that relates to Mineral Resources of the Millennium Project is
based on information compiled by Ms Elizabeth Haren, a Competent Person who is a Member and
Chartered Professional of the Australasian Institute of Mining and Metallurgy and a full time employee
of Haren Consulting Pty Ltd.
The Company confirms that it is not aware of any new information or data that materially affects the
information included in the relevant ASX announcements and News Releases. In the case of Mineral
Resource estimates and Ore Reserve estimates, all material assumptions and technical parameters
underpinning the estimates continue to apply and have not materially changed. The Company
confirms that the form and context in which the Competent Persons’ findings are presented have not
been materially modified from the original ASX announcements or News Releases.
The information in this report, that relates to MBK Exploration Results, Mineral Resources and
Exploration Target statements is based on information compiled or reviewed by Mr Rhys Davies. Mr
Davies is a contractor to the Company and eligible to participate in the Company’s equity incentive
plan. Mr Davies is a Member of The Australasian Institute of Geoscientists has sufficient experience
which is relevant to the style of mineralisation and type of deposit under consideration and to the
activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of
the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’.
Mr Davies consents to the inclusion in this report of the matters based on his information in the form
and context in which it appears.
It should be noted that the MBK Exploration Targets described in this report are conceptual in nature
and there is insufficient information to establish whether further exploration will result in the
determination of Mineral Resources. As a Cautionary Statement, an Exploration Target is a
statement or estimate of the exploration potential of a mineral deposit in a defined geological setting
where the statement or estimate, quoted as a range of tonnes and a range of grade, relates to
mineralization where there has been insufficient exploration to estimate a Mineral Resource. The
potential quantity and grade of the Exploration Targets is conceptual in nature, there has been
insufficient exploration to estimate an additional Mineral Resource and it is uncertain if further
exploration will result in the estimation of a Mineral Resource. The Exploration Targets take no
account of geological complexity that may be encountered, possible mining method or metallurgical
recovery factors. It is acknowledged that the currently available data is insufficient spatially in terms
of the density of drill holes, and in quality, in terms of MBK’s final audit procedures for down hole
data, data acquisition and processing, for the results of this analysis to be classified as Mineral
Resources in accordance with the JORC Code.
metalbank.com.au | ASX:MBK
15
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
CORPORATE GOVERNANCE
Corporate Governance
Metal Bank Limited (Metal Bank), recognises the need to establish and maintain corporate
governance policies and practices that reflect the requirements of the market regulators and
participants, and the expectations of members and others who deal with Metal Bank. These policies
and practices remain under constant review as the corporate governance environment and good
practices evolve.
ASX Corporate Governance Principles and Recommendations
The fourth edition of ASX Corporate Governance Council Principles and Recommendations (the
Principles) set out recommended corporate governance practices for entities listed on the ASX.
The Company has issued a Corporate Governance Statement which discloses the Company’s
corporate governance practices and the extent to which the Company has followed the
recommendations set out in the Principles. The Corporate Governance Statement was approved by
the Board on 29 September 2022 and
the Company’s website:
http://metalbank.com.au/corporate-governance
is available on
metalbank.com.au | ASX:MBK
16
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
Directors’ Report
Your directors present their report on Metal Bank Limited and its subsidiaries (Consolidated Entity
or the Group) for the year ended 30 June 2022.
DIRECTORS
The names of directors in office at any time during or since the end of the year are:
Current Directors
INĖS SCOTLAND
EXECUTIVE
CHAIR
B App Sc
Appointed 13 August
2013
Ms Scotland was most recently the Managing Director and CEO of
Ivanhoe Australia, an ASX listed entity with a market capitalisation of
$500m.
Prior to this Ms Scotland was the Managing Director and CEO of Citadel
Resource Group Limited. Ms Scotland was a founding shareholder of
Citadel and was its managing director through its growth, until its
acquisition by Equinox Minerals in January 2011.
At the time of acquisition by Equinox, Citadel was developing the Jabal
Sayid Copper Project in Saudi Arabia, had a market capitalisation of
$1.3B and had raised more than $380m on the equity markets.
Ms Scotland has worked in the mining industry for over 25 years for large
scale gold and copper companies in Australia, Papua New Guinea, USA
and the Middle East. This has included working for Rio Tinto companies,
Comalco, Lihir and Kennecott Utah Copper.
SUE-ANN HIGGINS
EXECUTIVE
DIRECTOR
COMPANY
SECRETARY
BA LLB HONS AGIA
ACG GAICD
Ms Higgins is an experienced company executive who has worked for
over 25 years in the mining industry including in senior legal and
commercial roles with ARCO Coal Australia Inc, WMC Resources Ltd,
Oxiana Limited and Citadel Resource Group Limited. Ms Higgins has
extensive experience in governance and compliance, mergers and
acquisitions, equity capital markets and mineral exploration,
development and operations.
Appointed 24
February 2020
Ms Higgins is a non-executive director of Dacian Gold Limited.
GUY ROBERTSON
EXECUTIVE
DIRECTOR
B Com (Hons), CA.
Mr Robertson has more than 30 years’ experience as Chief Financial
Officer, Company Secretary and Director of both public and private
companies in Australia and Hong Kong, including over 15 years’
experience in ASX listed mineral exploration companies.
Appointed 17
September 2012
Previous roles included Chief Financial Officer/GM Finance of Jardine
Lloyd Thompson, Colliers International Limited and Franklins Limited.
Other current public company directorships include:
• Hastings Technology Metals Ltd
• Artemis Resources Limited
• Greentech Metals Limited
• Bioxyne Limited
metalbank.com.au | ASX:MBK
17
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
Interest in the shares, options and performance rights of the Company
As at the date of this report, the interests of the directors in the shares and options of Metal Bank
Limited were:
Inés Scotland
Sue-Ann Higgins
Guy Robertson
Ordinary
Shares
147,434,113
130,370,981
Options
Performance
Rights
19,160,666
15,000,000
29,118,695
21,000,000
4,522,223 1,514,444
12,500,000
Details of the movement in shares held by Directors and Officers
Period from 1 July 2021 to 30 June 2022
I. Scotland
G. Robertson
S. Higgins
Balance at
beginning
of period
109,112,780
793,334
71,418,589
181,324,703
Received as
Remuneration
Purchased
Balance at
end of year
-
-
-
-
38,321,333
147,434,113
3,728,889
4,522,223
58,952,392
130,370,981
101,002,614
282,327,317
Period from 1 July 2020 to 30 June 2021
I. Scotland
G. Robertson
T. Wright¹
S. Higgins
Balance at
beginning
of period
108,936,780
680,000
14,332,615
57,025,036
Received as
Remuneration
Purchased
Balance at
end of year
-
-
176,000
109,112,780
113,334
793,334
4,560,000
-
-
-
14,393,553
71,418,589
180,974,431
4,560,000
14,682,887
181,324,703
Details of the movement in the options held by Officers and Directors
Period from 1 July 2021 to 30 June 2022
I. Scotland
G. Robertson
S. Higgins
Balance at
beginning
of period
88,000
56,667
6,996,778
7,141,445
Received as
Remuneration
-
Purchased
19,160,666
Lapsed
(88,000)
Balance at
end of year
19,160,666
-
-
-
1,514,444
(56,667)
1,514,444
29,118,695
(6,996,778)
49,793,805
(7,141,445)
29,118,695
49,793,805
metalbank.com.au | ASX:MBK
18
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
Period from 1 July 2020 to 30 June 2021
I. Scotland
G. Robertson
S. Higgins
Balance at
beginning
of period
Received as
Remuneration
Purchased¹
Balance at
end of year
-
-
-
-
-
-
-
-
88,000
56,667
6,996,778
7,141,445
88,000
56,667
6,996,778
7,141,445
Details of the movement in performance rights
Period from 1 July 2021 to 30 June 2022
Balance at
beginning
of period
Received as
Remuneration
Lapsed
I. Scotland
G. Robertson
S. Higgins
-
-
-
-
15,000,000
12,500,000
21,000,000
48,500,000
Balance at
end of year
15,000,000
12,500,000
21,000,000
48,500,000
-
-
-
-
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
Other than as outlined in the Director’s report, there were no significant changes in the state of affairs
of the Company during the year.
PRINCIPAL ACTIVITIES
The principal activity of the Company during the financial year was mineral exploration. There have
been no significant changes in the nature of the Company’s principal activities during the financial
year.
SIGNIFICANT AFTER BALANCE SHEET DATE EVENTS
There are no matters or circumstances that have arisen since the end of the financial period that
have significantly affected or may significantly affect the operations of the consolidated entity, the
results of those operations, or the state of affairs of the consolidated entity in future financial years.
LIKELY FUTURE DEVELOPMENTS AND EXPECTED RESULTS
The primary objective of Metal Bank is to continue its exploration activities on its current exploration
projects in Australia and to continue to pursue new project opportunities as they arise.
The material business risks faced by the Company that are likely to have an effect on the financial
prospects of the Company, and how the Company manages these risks, are:
• Future Capital Needs – the Company does not currently generate cash from its operations. The
Company will require further funding in order to meet its corporate expenses, continue its
exploration activities and complete studies necessary to assess the economic viability of its
projects. The Company’s financial position is monitored on a regular basis and processes put
into place to ensure that fund raising activities will be conducted in a timely manner to ensure
the Company has sufficient funds to conduct its activities.
metalbank.com.au | ASX:MBK
19
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
• Exploration and Developments Risks – the business of exploration for gold, copper and other
minerals and their development involves a significant degree of risk, which even a combination
of experience, knowledge and careful evaluation may not be able to overcome. To prosper, the
Company depends on factors that include successful exploration and the establishment of
resources and reserves within the meaning of the 2012 JORC Code. The Company may fail to
discover mineral resources on its projects and once determined, there is a risk that the
Company’s mineral deposits may not be economically viable. The Company employs geologists
and other technical specialists and engages external consultants where appropriate to address
this risk.
• Commodity Price Risk – as a Company which is focused on the exploration of gold and base
and precious metals, it is exposed to movements in the price of these commodities. The
Company monitors historical and forecast price information from a range of sources in order to
inform its planning and decision making.
• Title and permit risks - each permit or licence under which exploration activities can be
undertaken is issued for a specific term and carries with it work commitments and reporting
obligations, as well as other conditions requiring compliance. Consequently, the Company could
lose title to, or its interests in, one or more of its tenements if conditions are not met or if sufficient
funds are not available to meet work commitments. Any failure to comply with the work
commitments or other conditions on which a permit or tenement is held exposes the permit or
tenement to forfeiture or may result in it not being renewed as and when renewal is sought. The
Company monitors compliance with its commitments and reporting obligations using internal and
external resources to mitigate this risk.
• COVID-19 and global economic outlook - The outbreak of the coronavirus disease (COVID-19)
has impacted global economic markets and presented several challenges to the industry and the
Company, including supply chain disruptions, inflationary cost pressures and labour and
equipment availability challenges. The nature and extent of the effect of the outbreak and the
global economic outlook on the performance of the Company remains unknown. The Company’s
Share price may be adversely affected in the short to medium term by the economic uncertainty
caused by COVID-19 and other factors. COVID-19 safe work practices have and will continue to
be adopted in relation the Company’s operations, however, any governmental or industry
measures taken in response to COVID-19 may adversely impact the Company’s operations and
are likely to be beyond the control of the Company.
PERFORMANCE IN RELATION TO ENVIRONMENTAL REGULATION
The consolidated entity will comply with its obligations in relation to environmental regulation on its
Queensland and West Australian projects and when it undertakes exploration in the future. The
Directors are not aware of any breaches of any environmental regulations during the period covered
by this report.
OPERATING RESULTS AND FINANCIAL REVIEW
The loss of the consolidated entity after providing for income tax amounted to $1,893,250 (2021: loss
of $364,436).
The Group’s operating income decreased to $835 (2021: $106,276) attributable to end of
government COVID-19 assistance.
Expenses increased to $1,894,085 (2021: $470,712) due to project development consulting fees
$689,005, share based payments $372,744 and increase in other operating costs.
Capitalised exploration costs increased to $10,804,133 (2021: $3,829,304) reflecting the acquisition
costs of the Livingstone and Millennium projects, and exploration work principally on the Livingstone
and Millennium projects during the year.
metalbank.com.au | ASX:MBK
20
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
Net assets increased to $20,342,408 (2021: $10,801,996) reflecting the capital raised during the year
and partially offset by the loss for the year.
DIVIDENDS PAID OR RECOMMENDED
The directors do not recommend the payment of a dividend and no amount has been paid or declared
by way of a dividend to the date of this report.
REMUNERATION REPORT
Remuneration Policy
The Board determines, on a case by case basis, the terms and conditions of employment of company
executives and consultants, including remuneration.
The Board’s policy for determining the nature and amount of remuneration for Board members and
executives (Remuneration Policy) is as follows:
• The terms and conditions for the executive directors and other senior staff members, are
developed by the Chair and Company Secretary and approved by the Board;
• Remuneration for directors and senior executives is determined and reviewed by the Board by
reference to the Company’s performance, the individual’s performance, as well as comparable
information from listed companies in similar industries;
•
In determining competitive remuneration rates, the Board may seek independent advice on local
and international trends among comparative companies and industry generally. It examines
terms and conditions for employee incentive schemes, benefit plans and share plans.
Independent advice may be obtained to confirm that executive remuneration is in line with market
practice and is reasonable in the context of Australian executive reward practices;
• The Company is a mineral exploration company and does not generate cash from its operations.
In order to preserve cash for exploration activities, the Board has determined, where possible, to
pay a base remuneration less than market rates to its executive directors, employees and
individual contractors with base remuneration to be supplemented by performance incentives to
ensure attraction, retention and ongoing incentives for its directors and executives;
• The Board determines payments to the non-executive directors, if any, and reviews their
remuneration annually, based on market practice, duties and accountability;
• All remuneration paid to directors is valued at the cost to the Company and expensed. Where
appropriate, shares given to directors and executives are valued as the difference between the
market price of those shares and the amount paid by the director or executive. Options are valued
using the Black-Scholes methodology; and
•
Issue of performance rights are subject to the terms of Metal Bank Equity Incentive Plan and
their vesting is subject to vesting conditions and performance hurdles relating to the performance
of both the Company and the individual as determined and assessed by the Board.
The Company has not tabled figures for earnings and shareholders’ funds for the last five years as,
being an exploration company, these historical figures have no relevance in determining
remuneration structure.
DIRECTORS' AND EXECUTIVE OFFICERS’ EMOLUMENTS –
(a) Details of Directors and Key Management Personnel
(i)
Current Directors
Inés Scotland – Executive Chair (appointed 13 August 2013)
Sue-Ann Higgins – Executive Director (appointed 24 February 2020)
Guy Robertson – Executive Director (appointed 17 September 2012)
metalbank.com.au | ASX:MBK
21
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
REMUNERATION REPORT - CONTINUED
((iii) Company Secretary
Sue-Ann Higgins (appointed 21 August 2013)
(iv) Key Management Personnel
Sue-Ann Higgins – Chief Operating Officer
Rhys Davies – General Manager Exploration (appointed 1 May 2021)
Directors’ remuneration and other terms of employment are reviewed annually by the Board having
regard to performance against goals set at the start of the year, relative comparative information and
independent expert advice, where appropriate.
Except as detailed in Notes (a) – (c) to the Remuneration Report, no director or officer has received
or become entitled to receive, during or since the financial year, a benefit because of a contract made
by the Company or a related body corporate with a director, a firm of which a director is a member
or an entity in which a director has a substantial financial interest. This statement excludes a benefit
included in the aggregate amount of emoluments received or due and receivable by directors and
shown in Notes (a) – (c) to the Remuneration Report, prepared in accordance with the Corporations
Regulations, or the fixed salary of a full time employee of the Company.
(b) Remuneration of Directors and Key Management Personnel
Remuneration Policy
The Company’s Remuneration Policy is outlined above. Remuneration of Directors of the Group and
Key Management Personnel is set out below.
Service Contracts
The Executive Chair, Ms I Scotland, and Executive Director, Mr G Robertson, have letters of
appointment, providing for fees of $200,000 and $75,000 per annum, respectively.
The Company has a service contract with the Executive Director/Company Secretary, Ms S. Higgins,
providing an annual fee of $180,000, and which may be terminated by either party giving three
months’ notice.
The Exploration Manager Mr R Davies has a contract allowing for fees up to $240,000 per annum,
with three months’ notice of termination by either party.
Parent & Group Key Management Personnel
2022
2021
Base
Salary
and Fees
133,333
Share
Based
Payments
78,106
Total
211,439
%
Incentive
37%
Base
Salary
and
Fees
Share
Based
Payments
-
-
160,000
109,348
269,348
66,669
65,088
131,757
41%
44%
125,400
50,000
-
-
-
-
-
-
191,620
34,500
199,500
559,502
156,222
408,764
355,722
968,266
-
42%
58,000
425,020
-
34,500
Total
-
125,400
50,000
226,120
58,000
459,520
I. Scotland
S. Higgins
G. Robertson
T. Wright1
R. Davies2
Totals
1. Trevor Wright resigned as General Manager – Exploration, effective 31 May 2021
2. Rhys Davies was appointed as Exploration Manager on 1 May 2021
There are no other employment benefits, either short term, post-employment or long term, non-
monetary or otherwise other than those outlined above.
metalbank.com.au | ASX:MBK
22
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
REMUNERATION REPORT - CONTINUED
(c) Employee Related Share-based compensation
Options
No options were issued to employees or to directors or executives as part of their remuneration for
the year ended 30 June 2022.
Performance Rights
The Metal Bank Equity Incentive Plan (the Incentive Plan) and issue of securities under the Incentive
Plan was first approved by shareholders at the Annual General Meeting of the Company held on 29
November 2021. The Incentive Plan replaces the Metal Bank Performance Rights Plan which was
first approved by shareholders at the Annual General Meeting of the Company held on 30 November
2012 and this approval was renewed by shareholders at the Annual General Meeting of the Company
held on 30 November 2021.
To be eligible to participate in the Incentive Plan, a person must be a full or part time employee,
contractor or consultant (approved by the Board) of the Company or any subsidiary of the Company
or a director or such other person the Board in its discretion determines to be eligible to participate
in the Plan.
Following shareholders’ approval on 29 November 2021, the Company issued the following
performance rights:
2021 Performance Rights
2022 Performance Rights
Inés Scotland
7,500.000
7,500.000
Sue-Ann Higgins
10,500,000
10,500,000
Guy Robertson
6,250,000
6,250,000
In addition, the Company issued the following employee performance rights:
2021 Performance Rights
2022 Performance Rights
Employees
21,187,500
21,187,500
The 2021 Performance Rights are subject to the following vesting conditions:
•
completion of the Entitlement Offer and the Livingstone Acquisition (both of which occurred in
December 2021); and
• an employment condition requiring continuation in employment for a period of one year from 25
October 2021.
The 2022 Performance Rights are subject to certain performance milestones (Performance
Conditions) which are set out below. Upon achievement of the Performance Conditions prior the
end of the relevant Performance Period, the Performance Rights will vest in the percentages set
out below.
%
25%
25%
25%
Share Price Milestones – the Rights will vest upon:
The 30 day VWAP of the Company's share price being equal to or above 50% of
the 30 day VWAP for the Company’s Shares at the time of the Offer (25 October
2021)
The 30 day VWAP of the Company's share price being equal to or above 100% of
the 30 day VWAP for the Company’s Shares at the time of the Offer (25 October
2021)
The 30 day VWAP of the Company's share price being equal to or above 150% of
the 30 day VWAP for the Company’s Shares at the time of the Offer (25 October
2021)
metalbank.com.au | ASX:MBK
23
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
REMUNERATION REPORT – CONTINUED
25%
The 30 day VWAP of the Company's share price being equal to or above 200% of
the 30 day VWAP for the Company’s Shares at the time of the Offer (25 October
2021)
Note: The share price milestones are cumulative. If the Share price achieves a second, third
or fourth hurdle before there is time for vesting of the Rights for a previous hurdle, then all the
Rights due at that hurdle will be vested
Alternate Milestones: in the event no Share Price Milestones are triggered in the Performance
Period: Note: these alternate milestones are not cumulative.
Either:
MBK's JORC 2012 Resource at any one Project exceeds 200,000 ounces of contained Au or
Au Equivalent from a Resource with a minimum cut-off grade of no less than 0.5 g/t Au; or
MBK's JORC 2012 Resource at any one Project exceeds 8 million tonnes of copper metal
equivalent from a Resource with a minimum cut-off grade of no less than 0.5% CuEq
The Company is an exploration company and has no revenue from sales of product. Consequently,
earnings/loss and return to shareholders over the previous five years is not an appropriate
benchmark for the determination of executive remuneration and has not been tabled.
Remuneration report – end.
MEETINGS OF DIRECTORS
The number of directors' meetings (including committees) held during the financial period, each
director who held office during the financial period and the number of meetings attended by each
director are:
Director
I. Scotland
S. Higgins
G. Robertson
Directors Meetings
Meetings
Attended
8
8
8
Number
Eligible to
Attend
8
8
8
INDEMNIFYING OFFICERS
In accordance with the Constitution, except as may be prohibited by the Corporations Act 2001, every
officer or agent of the Company shall be indemnified out of the property of the Company against any
liability incurred by him or her in his or her capacity as officer or agent of the Company or any related
corporation in respect of any act or omission whatsoever and howsoever occurring or in defending
any proceedings, whether civil or criminal.
The Company paid insurance premiums of $14,575 in July 2022 in respect of directors’ and officers’
liability. The insurance premiums relate to:
•
costs and expenses incurred by the relevant officers in defending legal proceedings, whether
civil or criminal and whatever their outcome; and
• other liabilities that may arise from their position, with the exception of conduct involving wilful
breach of duty or improper use of information to gain a personal advantage.
metalbank.com.au | ASX:MBK
24
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS REPORT
INDEMNITY AND INSURANCE OF AUDITOR
The Company has not, during or since the end of the financial year, indemnified or agreed to
indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the
auditor of the Company or any related entity.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene
in any proceeding to which the Company is a party for the purpose of taking responsibility on behalf
of the Company for all or any part of those proceedings. The Company was not a party to any such
proceedings during the year.
AUDITORS
RSM Australia Partners continues in office in accordance with section 327 of the Corporations Act
2001.
AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration under Section 307C in relation to auditor’s
independence for the year ended 30 June 2022 has been received and can be found on the following
page.
NON-AUDIT SERVICES
The Board of Directors advises that no non-audit services were provided by the Company’s auditors
during the year.
OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF RSM AUSTRALIA
PARTNERS
There are no officers of the Company who are former partners of RSM Australia Partners.
This report is made in accordance with a resolution of the directors pursuant to section 298(2)(a) of
the Corporations Act 2001.
Guy Robertson
Director
Sydney, 29 September 2022
metalbank.com.au | ASX:MBK
25
RSM Australia Partners
Level 13, 60 Castlereagh Street Sydney NSW 2000
GPO Box 5138 Sydney NSW 2001
T +61 (0) 2 8226 4500
F +61 (0) 2 8226 4501
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Metal Bank Limited for the year ended 30 June 2022, I
declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
Gary N Sherwood
Partner
Sydney NSW
Dated: 29 September 2022
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the
RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
26
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSICE INCOME
For the year ended 30 June 2022
Revenue and other income
Administration expenses
Employee benefits expense
Compliance and regulatory expenses
Directors fees
Management and consulting fees
Project development consulting expenses
Travel expenses
Exploration expenditure written off
Share based payments
LOSS BEFORE INCOME TAX
Income tax expense
LOSS AFTER INCOME TAX EXPENSE
FOR THE YEAR
OTHER COMPREHENSIVE INCOME
Note
2
2022
$
2021
$
835
106,276
3
25
3
4
(171,535)
(161,690)
(159,229)
(118,836)
(195,116)
(689,005)
(21,044)
(4,886)
(372,744)
(105,090)
(40,793)
(127,415)
(70,000)
(127,414)
-
-
-
(1,893,250)
(364,436)
-
-
(1,893,250)
(364,436)
-
-
TOTAL COMPREHENSIVE LOSS
(1,893,250)
(364,436)
Loss for the year is attributable to:
Owners of Metal Bank Limited
(1,893,250)
(364,436)
Total Comprehensive loss for the year is
attributable to:
Owners of Metal Bank Limited
(1,893,250)
(364,436)
Earnings per share from continuing
operations
Basic and diluted loss per share
(cents per share)
20
(0.10)
(0.03)
The Consolidated Statement of Profit or Loss and Other Comprehensive Income are to be read in
conjunction with the attached notes
metalbank.com.au | ASX:MBK
27
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2022
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Financial assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Plant and equipment
Exploration and evaluation expenditure
Other financial assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Deferred consideration
TOTAL CURRENT LIABILITIES
Note
2022
$
2021
$
6
7
8
9
10
11
12
12
5,689,880
1,000,615
135,700
1,250
133,738
1,250
5,826,830
1,135,603
5,826,830
1,135,603
1,380
3,323
10,804,133
3,829,304
6,000,000
16,805,513
6,000,000
9,832,627
22,632,343
10,968,230
789,935
1,500,000
2,289,935
166,234
-
166,234
TOTAL LIABILITIES
2,289,935
166,234
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
20,342,408
10,801,996
13
33,715,336
22,879,168
14
597,494
54,180
(13,970,422)
(12,131,352)
20,342,408
10,801,996
The Consolidated Statement of Financial Position are to be read in conjunction with the attached notes.
metalbank.com.au | ASX:MBK
28
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2022
Balance as at 1 July 2021
Loss for the year
Other comprehensive income
for the year
Total comprehensive loss for
the year
Share issue
Cost of share issue
Lapse of options
Share based payments
Balance as at 30 June 2022
Balance as at 1 July 2020
Loss for the year
Other comprehensive income
for the year
Total comprehensive loss for
the year
Share issue
Cost of share issue
Share based payments
Balance as at 30 June 2021
Issued
Capital
$
Reserves
Accumulated
Losses
$
Total
$
22,879,168
-
54,180
-
(12,131,352)
(1,893,250)
10,801,996
(1,893,250)
-
-
-
-
-
11,350,000
(513,832)
-
-
33,715,336
-
-
-
(54,180)
597,494
597,494
(1,893,250)
-
-
54,180
-
(13,970,422)
(1,893,250)
11,350,000
(513,832)
-
597,494
20,342,408
Issued
Capital
$
20,852,582
-
Reserves
Accumulated
Losses
$
Total
$
-
-
(11,766,916)
(364,436)
9,085,666
(364,436)
-
-
-
2,146,012
(119,426)
-
22,879,168
-
-
-
54,180
54,180
(364,436)
-
-
-
(12,131,352)
(364,436)
2,146,012
(119,426)
54,180
10,801,996
The Consolidated Statement of Changes in Equity are to be read in conjunction with the attached
notes.
metalbank.com.au | ASX:MBK
29
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CASH FLOW
For the year ended 30 June 2022
OPERATING ACTIVITIES
Payments to suppliers and employees
Government subsidies
Co-operative drilling grant
Interest received
2022
2021
$
$
(1,391,529)
(585,130)
-
-
835
20,000
86,000
276
NET CASH USED IN OPERATING
ACTIVITIES
22
(1,390,694)
(478,845)
INVESTING ACTIVITIES
Payments for purchase of exploration assets
(2,500,000)
-
Payment for exploration and evaluation
(1,049,709)
(1,593,849)
Proceeds on sale of project
-
400,000
NET CASH USED IN INVESTING
ACTIVITIES
FINANCING ACTIVITIES
(3,549,709)
(1,193,849)
Proceeds from issue of shares and options
13
10,100,000
2,111,512
Cost of share issue
(470,332)
(65,246)
NET CASH PROVIDED BY FINANCING
ACTIVITIES
9,629,668
2,046,266
NET DECREASE IN CASH HELD
Cash at the beginning of the financial year
4,689,265
1,000,615
373,563
627,052
CASH AT THE END OF THE FINANCIAL
YEAR
6
5,689,880
1,000,615
The Consolidated Statement of Cash Flows are to be read in conjunction with the attached notes.
metalbank.com.au | ASX:MBK
30
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
This financial report includes the consolidated financial statements and notes of Metal Bank Limited
and its controlled entities (Consolidated Group or Group), and a separate note on the accounts of
Metal Bank Limited as the parent entity (Parent or Company).
A description of the nature of the consolidated entity's operations and its principal activities are
included in the directors' report, which is not part of the financial statements
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
BASIS OF PREPARATION
The financial report is a general purpose financial report that has been prepared in accordance with
Australian Accounting Standards, Australian Accounting
Interpretations, other authoritative
pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.
Australian Accounting Standards set out accounting policies that the AASB has concluded would
result in a financial report containing relevant and reliable information about transactions, events and
conditions. Compliance with Australian Accounting Standards ensures that the financial statements
and notes also comply with International Financial Reporting Standards. Material accounting policies
adopted in the preparation of this financial report are presented below and have been consistently
applied unless otherwise stated.
This financial report is presented in Australian Dollars, which is the Group’s functional and
presentation currency.
The financial report has been prepared on an accruals basis and is based on historical costs,
modified, where applicable, by the measurement at fair value of selected non-current assets,
financial assets and financial liabilities.
The preparation of the financial statements requires the use of certain critical accounting estimates.
It also requires management to exercise its judgement in the process of applying the consolidated
entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the financial statements, are disclosed in point
t.
In accordance with the Corporations Act 2001, these financial statements present the results of the
consolidated entity only. Supplementary information about the parent entity is disclosed in note 23.
The financial report covers the Group of Metal Bank Limited and controlled entities. Metal Bank
Limited is a public listed company, incorporated and domiciled in Australia.
a. Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and results of entities
controlled by Metal Bank Limited at the end of the reporting period. A controlled entity is any
entity over which Metal Bank Limited has the ability and right to govern the financial and
operating policies so as to obtain benefits from the entity’s activities.
Where controlled entities have entered or left the Group during the year, the financial
performance of those entities is included only for the period of the year that they were controlled.
A list of controlled entities is contained in Note 24 to the financial statements.
In preparing the consolidated financial statements, all inter-group balances and transactions
between entities in the consolidated group have been eliminated in full on consolidation.
Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly,
to a parent, are reported separately within the equity section of the consolidated statement of
financial position and statement of comprehensive income. The non-controlling interests in the
net assets comprise their interests at the date of the original business combination and their
share of changes in equity since that date.
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
b. Going Concern
The financial statements have been prepared on the going concern basis, which contemplates
continuity of normal business activities and the realisation of assets and discharge of liabilities
in the normal course of business.
As disclosed in the financial statements, the consolidated entity incurred a loss of $1,893,250
and used cash in operating and investing activities of $1,390,694 and $3,549,709 respectively
for the year ended 30 June 2022.
The Directors believe that it is reasonably foreseeable that the consolidated entity will continue
as a going concern and that it is appropriate to adopt the going concern basis in the preparation
of the financial report after consideration of the following factors:
•
•
•
•
•
the consolidated entity has cash and cash equivalents of $5,689,880 as at 30 June 2022;
the group had net current assets of $3,536,895
the Directors have the ability to scale back exploration expenditure on Group’s projects based
on the availability of cash reserves;
the ability to continue to raise funds in the capital market if required; and
the ability to further reduce discretionary spending.
c. Adoption of New and Revised Accounting Standards
Changes in accounting policies on initial application of Accounting Standards
In the year ended 30 June 2022, the Directors have reviewed all of the new and revised
Standards and Interpretations issued by the AASB that are relevant to the Company and
effective for the current reporting period. As a result of this review, the Directors have determined
that there is no material impact of the new and revised Standards and Interpretations on the
Group and therefore, no material change is necessary to Group accounting policies.
Any new, revised or amending Accounting Standards or Interpretations that are yet to be
mandatory have not been early adopted. The consolidated entity has not yet assessed the
impact of these new or amended Accounting Standards and Interpretations.
The Directors have also reviewed all the new and revised Standards and Interpretations in issue
not yet adopted for the year ended 30 June 2022. As a result of this review the Directors have
determined that there is no material impact of the Standards and Interpretations in issue not yet
adopted by the Company.
d.
Income Taxes
The income tax expense (revenue) for the year comprises current income tax expense (income)
and deferred tax expense (income). Current income tax expense charged to the profit or loss is
the tax payable on taxable income calculated using applicable income tax rates enacted, or
substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured
at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability
balances during the year as well unused tax losses. Current and deferred income tax expense
(income) is charged or credited directly to equity instead of the profit or loss when the tax relates
to items that are credited or charged directly to equity. Deferred tax assets and liabilities are
ascertained based on temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the financial statements. Deferred tax assets also result where
amounts have been fully expensed but future tax deductions are available. No deferred income
tax will be recognised from the initial recognition of an asset or liability, excluding a business
combination, where there is no effect on accounting or taxable profit or loss.
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes (continued)
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the
period when the asset is realised or the liability is settled, based on tax rates enacted or
substantively enacted at reporting date. Their measurement also reflects the manner in which
management expects to recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only
to the extent that it is probable that future taxable profit will be available against which the benefits
of the deferred tax asset can be utilised. Where temporary differences exist in relation to
investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and
liabilities are not recognised where the timing of the reversal of the temporary difference can be
controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and
it is intended that net settlement or simultaneous realisation and settlement of the respective asset
and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable
right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the
same taxation authority on either the same taxable entity or different taxable entities where it is
intended that net settlement or simultaneous realisation and settlement of the respective asset
and liability will occur in future periods in which significant amounts of deferred tax assets or
liabilities are expected to be recovered or settled.
e. Current and Non-Current Classification
Assets and liabilities are presented in the statement of financial position based on current and
non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold
or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose
of trading; it is expected to be realised within 12 months after the reporting period; or the asset is
cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at
least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the consolidated entity's
normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within
12 months after the reporting period; or there is no unconditional right to defer the settlement of
the liability for at least 12 months after the reporting period. All other liabilities are classified as
non-current.
f. Property, Plant and Equipment
Plant and equipment is stated at cost less accumulated depreciation and any accumulated
impairment losses.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as
follows:
• Plant and equipment – over 5 years
The assets’ residual values, useful lives and amortisation methods are reviewed, and adjusted
if appropriate, at each financial year end.
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property, Plant and Equipment (continued)
(i) Impairment
The carrying values of plant and equipment are reviewed for impairment at each balance date,
with recoverable amount being estimated when events or changes in circumstances indicate
that the carrying value may be impaired.
The recoverable amount of plant and equipment is the higher of fair value less costs to sell and
value in use.
An impairment exists when the carrying value of an asset exceeds its estimated recoverable
amount. The asset is then written down to its recoverable amount.
For plant and equipment, impairment losses are recognised in the statement of comprehensive
income.
An annual transfer from the asset revaluation reserve to retained earnings is made for the
difference between depreciation based on the re-valued carrying amounts of the assets and
depreciation based on the assets’ original costs. Additionally, any accumulated depreciation as
at the revaluation date is eliminated against the gross carrying amounts of the assets and the
net amounts are restated to the re-valued amounts of the assets.
Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred
to retained earnings.
(ii) Derecognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further
future economic benefits are expected from its use or disposal. Any gain or loss arising on
derecognition of the asset (calculated as the difference between the net disposal proceeds and
the carrying amount of the asset) is included in the statement of comprehensive income in the
year the asset is derecognised.
g. Exploration and Evaluation Costs
Exploration, evaluation and development expenditure incurred is accumulated in respect of each
identifiable area of interest. These costs are only carried forward to the extent that they are
expected to be recouped through the successful development of the area or where activities in
the area have not yet reached a stage that permits reasonable assessment of the existence of
economically recoverable reserves. Accumulated costs in relation to an abandoned area are
written off in full against profit in the year in which the decision to abandon the area is made.
An area of interest refers to an individual geological area whereby the presence of a mineral
deposit is considered favourable or has been proved to exist. It is common for an area of interest
to contract in size progressively, as exploration and evaluation lead towards the identification of
a mineral deposit which may prove to contain economically recoverable reserves. When this
happens during the exploration for and evaluation of mineral resources, exploration and
evaluation expenditures are still included in the cost of the exploration and evaluation asset
notwithstanding that the size of the area of interest may contract as the exploration and evaluation
operations progress. In most cases, an area of interest will comprise a single mine or deposit.
When production commences, the accumulated costs for the relevant area of interest are
amortised over the life of the area according to the rate of depletion of the economically
recoverable reserves. A regular review is undertaken of each area of interest to determine the
appropriateness of continuing to carry forward costs in relation to that area of interest. Costs of
site restoration are provided over the life of the facility from when exploration commences and
are included in the costs of that stage. Site restoration costs include the dismantling and removal
of mining plant, equipment and building structures, waste removal, and rehabilitation of the site
in accordance with clauses of the mining permits. Such costs have been determined using
estimates of future costs, current legal requirements and technology on an undiscounted basis.
metalbank.com.au | ASX:MBK
34
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Exploration and Evaluation Costs (continued)
Any changes in the estimates for the costs are accounted on a prospective basis. In determining
the costs of site restoration, there is uncertainty regarding the nature and extent of the restoration
due to community expectations and future legislation. Accordingly the costs have been
determined on the basis that the restoration will be completed within one year of abandoning the
site.
h. Financial Instruments
A financial asset shall be measured at amortised cost if it is held within a business model whose
objective is to hold assets in order to collect contractual cash flows which arise on specified dates
and that are solely principal and interest. A debt investment shall be measured at fair value
through other comprehensive income if it is held within a business model whose objective is to
both hold assets in order to collect contractual cash flows which arise on specified dates that are
solely principal and interest as well as selling the asset on the basis of its fair value. All other
financial assets are classified and measured at fair value through profit or loss unless the entity
makes an irrevocable election on initial recognition to present gains and losses on equity
instruments (that are not held-for-trading or contingent consideration recognised in a business
combination) in other comprehensive income ('OCI'). Despite these requirements, a financial
asset may be irrevocably designated as measured at fair value through profit or loss to reduce
the effect of, or eliminate, an accounting mismatch.
For financial liabilities designated at fair value through profit or loss, the standard requires the
portion of the change in fair value that relates to the entity's own credit risk to be presented in OCI
(unless it would create an accounting mismatch). New simpler hedge accounting requirements
are intended to more closely align the accounting treatment with the risk management activities
of the entity. New impairment requirements use an 'expected credit loss' ('ECL') model to
recognise an allowance. Impairment is measured using a 12-month ECL method unless the credit
risk on a financial instrument has increased significantly since initial recognition in which case the
lifetime
ECL method is adopted. For receivables, a simplified approach to measuring expected credit
losses using a lifetime expected loss allowance is available.
(i) Classification
The Company classifies its financial assets in the following measurement categories:
•
•
those to be measured subsequently at fair value (either through OCI or through profit or loss),
and
those to be measured at amortised cost.
The classification depends on the Company’s business model for managing the financial assets
and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI.
For investments in equity instruments that are not held for trading, this will depend on whether
the Company has made an irrevocable election at the time of initial recognition to account for the
equity investment at fair value through other comprehensive income (FVOCI).
The Company reclassifies debt investments when and only when its business model for managing
those assets changes.
(ii) Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on
which the Company commits to purchase or sell the asset. Financial assets are derecognised
when the rights to receive cash flows from the financial assets have expired or have been
transferred and the Company has transferred substantially all the risks and rewards of ownership.
metalbank.com.au | ASX:MBK
35
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Financial Instruments (continued)
(iii) Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of
a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried
at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining
whether their cash flows are solely payment of principal and interest.
iv) Impairment
The Company assesses on a forward looking basis the expected credit losses associated with its
debt instruments carried at amortised cost and FVOCI. The impairment methodology applied
depends on whether there has been a significant increase in credit risk.
For trade receivables, the Company applies the simplified approach permitted by AASB 9, which
requires expected lifetime losses to be recognised from initial recognition of the receivables.
i.
Impairment of Assets
At each reporting date, the Company reviews the carrying values of its tangible and intangible
assets to determine whether there is any indication that those assets have been impaired. If such
an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value
less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the
asset’s carrying value over its recoverable amount is expensed to the consolidated statement of
comprehensive income. Impairment testing is performed annually for goodwill and intangible
assets with indefinite lives.
Where it is not possible to estimate the recoverable amount of an individual asset, the Company
estimates the recoverable amount of the cash-generating unit to which the asset belongs. In the
case of available-for-sale financial instruments, a prolonged decline in the value of the instrument
is considered to determine whether impairment has arisen.
j. Trade and Other Receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised
cost using the effective interest method, less any provision for impairment. Trade receivables are
generally due for settlement within 30 days.
The consolidated entity has applied the simplified approach to measuring expected credit losses,
which uses a lifetime expected loss allowance. To measure the expected credit losses, trade
receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for credit losses.
k. Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-
term highly liquid investments with original maturities of 3 months or less, and bank overdrafts.
Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of
financial performance.
l. Trade and Other Payables
These amounts represent liabilities for goods and services provided to the consolidated entity
prior to the end of the financial year and which are unpaid. Due to their short-term nature they are
measured at amortised cost and are not discounted. The amounts are unsecured and are usually
paid within 30 days of recognition.
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36
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
m. Issued Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax, from the proceeds.
n. Employee Benefits
(i)
Wages and salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to
be settled within 12 months of the end of the reporting period are recognised in other payables in
respect of employees' services rendered up to the end of the reporting period and are measured
at amounts expected to be paid when the liabilities are settled.
(ii)
Retirement benefit obligations
The Group does not maintain a company superannuation plan. The Group makes fixed
percentage contributions for all Australian resident employees to complying third party
superannuation funds. The Group's legal or constructive obligation is limited to these
contributions.
Contributions to complying third party superannuation funds are recognised as an expense as
they become payable. Prepaid contributions are recognised as an asset to the extent that a cash
refund or a reduction in the future payments is available.
(iii)
Share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
o. Revenue Recognition
Interest revenue is recognised using the effective interest method. It includes the amortisation of
any discount or premium.
p. Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the
amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances
the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the
expense. Receivables and payables in the statement of financial position are shown inclusive of
GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the
GST component of investing and financing activities, which are disclosed as operating cash flows.
q. Earnings Per Share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Metal
Bank Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted
number of ordinary shares outstanding during the financial year, adjusted for bonus elements in
ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per
share to take into account the after income tax effect of interest and other financing costs
associated with dilutive potential ordinary shares and the weighted average number of ordinary
shares assumed to have been issued for no consideration in relation to dilutive potential ordinary
shares.
metalbank.com.au | ASX:MBK
37
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
r. Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to
changes in presentation for the current financial year.
s. Significant Judgements and Key Assumptions
The directors evaluate estimates and judgements incorporated into the financial report based on
historical knowledge and best available current information. Estimates assume a reasonable
expectation of future events and are based on current trends and economic data, obtained both
externally and within the Company.
t. Key Judgements and Estimates
Key Judgement Exploration Expenditure
The Company capitalises expenditure relating to exploration and evaluation where it is considered
likely to be recoverable or where the activities have not reached a stage which permits a
reasonable assessment of the existence of reserves. While there are certain areas of interest
from which no reserves have been extracted, the directors are of the continued belief that such
expenditure should not be impaired since feasibility studies in such areas have not yet concluded.
Such capitalised expenditure is carried at reporting date at $10,804,133.
Key Judgement Share-Based Payment Transactions
The Group measures the cost of equity-settled transactions by reference to the fair value of the
services provided. Where the services provided cannot be reliably estimated fair value is
measure by reference to the fair value of the equity instruments at the date at which they are
granted. The fair value of share-based payments is determined using either a Black-Scholes
model or a Monte Carlo Simulation Methodology, refer to Note 18 and Note 25.
2. REVENUE AND OTHER INCOME
Other income
Interest received
Government subsidies
Co-operative drilling grant
3. EXPENSES
Employee benefits expense
Wages and salaries
Superannuation
Other employment related costs
Less capitalised exploration costs
Personnel costs
2022
$
835
-
-
835
2022
$
270,265
27,026
25,092
322,383
(160,693)
161,690
2021
$
276
20,000
86,000
106,276
2021
$
216,570
20,574
-
237,144
(230,851)
6,293
Share-based payment expense
372,744
35,000
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38
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
4. INCOME TAX EXPENSE
(a) No income tax is payable by the parent or consolidated entity as they recorded losses for income
tax purposes for the period.
(b) Reconciliation between income tax expense and prima facie tax on accounting profit
(loss)
Loss before income tax
Tax at 25% (2021: 26%)
Tax effect of other (deductible)/non-
deductible items
Deferred tax asset not recognised
2022
$
(1,893,250)
(473,312)
84,923
388,389
2021
$
(364,436)
(94,753)
(11,839)
106,592
Income tax expense
-
-
(c) Deferred tax assets
Revenue tax losses
Deferred tax assets not recognised
Set off deferred tax liabilities
Income tax expense
(d) Deferred tax liabilities
Exploration expenditure
Set off deferred tax assets
774,283
(388,389)
(385,895)
-
385,895
(385,895)
-
520,992
(106,592)
(414,400)
-
414,400
(414,400)
-
(e) Tax losses
Unused tax losses for which no deferred tax
asset has been recognised
21,772,975
18,725,581
Potential deferred tax assets attributable to tax losses and exploration expenditure carried forward have
not been brought to account at 30 June 2022 because the directors do not believe it is appropriate to
regard realisation of the deferred tax assets as probable at this point in time. These benefits will only be
obtained if:
•
the Group derives future assessable income of a nature and of an amount sufficient to enable the
benefit from the deductions for the loss and exploration expenditure to be realised;
the Group continues to comply with conditions for deductibility imposed by law; and
•
• no changes in tax legislation adversely affect the company in realising the benefit from the
deductions for the loss and exploration expenditure.
The applicable tax rate is the national tax rate in Australia for companies, which is 25% at the reporting
date.
metalbank.com.au | ASX:MBK
39
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
5. PROJECT ACQUISITION
Millennium Project
On 3 December 2021 the Company changed the name of its 100% owned dormant subsidiary company
Roar Triumph Pty Ltd to MBK Millennium Pty Ltd (MBKM) and entered into a formal earn-in and joint
venture agreement with Global Energy Metals Corporation and its wholly owned subsidiary, Element
Minerals Australia Pty Ltd to earn-in up to an 80% interest and joint venture the Millennium Copper,
Cobalt and Gold Project owned by EMA in Mt Isa, Queensland.
As part of its Stage 1 earn-in obligations, MBK has issued 31,250,000 shares to GEMC based on an
issue price of $0.008, being the 30 day VWAP as at close of business on Friday 10 December 2021.
The JV Agreement provides for three stages as follows:
Stage 1 Earn-in, during which MBKM will sole fund exploration expenditure to earn a 51% Joint Venture
interest and the right to either:
•
form the JV and move to Stage 2, at which time MBK must issue shares to GEMC (or its
nominee) equivalent in value to $350,000, based on the 30 day VWAP of MBK shares at the
date of MBKM giving notice to move to Stage 2; or
• give notice to buy-out 29% of EMA’s remaining interest, with MBKM taking an 80% interest in
the project in consideration of the payment by MBKM of $1M in cash and the issue of MBK
shares to GEMC (or its nominee) equivalent in value to $250,000, based on the 30 day VWAP
of MBK shares at the date of MBKM giving the buy-out notice. In the event such notice is given
and the consideration is paid, the Stage 3 Joint Venture will be formed on an 80% MBK, 20%
EMA basis.
Stage 2 Joint Venture, with MBKM holding a 51% JV interest. During this Stage MBKM will sole fund
exploration expenditure of $2M to earn an additional 29% interest in the JV, taking MBKM’s JV interest
to 80%.
Stage 3 Joint Venture, where MBKM holds an 80% JV interest and EMA holds a 20% JV interest and
each party contributes its percentage share of expenditure.
Livingstone Project
On 10 December 2021 the Company announced the completion of the acquisition of a 75% interest in
the Livingstone gold project in Western Australia, through the purchase of all of the issued share capital
of Westernx Pty Ltd from Kingston Resources Limited (Kingston).
Westernx holds a 75% interest in the Livingstone Project. Consideration for the acquisition includes:
Initial Consideration of $3.5 million comprising $2.5 million in cash and the issue of $1 million
(125,000,000 shares) in shares in the Company at $0.008 per share together with 1 new option for every
2 Shares issued (62,500,000 options); and
Deferred Consideration of $6.5 million comprising:
• a payment of $1.5 million to be paid on the earlier of:
the date when Metal Bank first identifies a JORC Code Mineral Resource of 100,000 ounces
or more in aggregate on the Livingstone Project tenements; or
12 calendar months from the date of Completion;
• $1 million to be paid in the event that and when Metal Bank first identifies a JORC Code Mineral
Resource of 250,000 ounces or more in aggregate on the Livingstone Project tenements; and
• $4 million to be paid in the event that and when Metal Bank first identifies a JORC Code Mineral
Resource of 500,000 ounces or more in aggregate on the Livingstone Project tenements.
The deferred consideration that is contingent on the JORC resources have not been included in
determining the purchase consideration of this asset.
metalbank.com.au | ASX:MBK
40
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
6. CASH AND CASH EQUIVALENTS
2022
$
2021
$
Cash and cash equivalents
5,689,880
1,000,615
7. TRADE AND OTHER RECEIVABLES
CURRENT
Other receivables
GST receivable
8. FINANCIAL ASSETS
CURRENT
ASX Listed Shares
Financial assets at amortised cost¹
¹ Shares in Locality Planning Energy Holdings Limited.
9. PLANT AND EQUIPMENT
2022
$
2021
$
41,969
93,731
135,700
111,189
22,549
133,738
2022
$
2021
$
1,250
1,250
1,250
1,250
Cost
Closing balance 30 June 2022
19,983
19,983
Office
Equipment
Total
Depreciation
Opening balance 1 July 2020
Depreciation
Closing balance 30 June 2021
Depreciation
Closing balance 30 June 2022
Written down value 30 June 2021
Written down value 30 June 2022
(13,390)
(3,270)
(16,660)
(1,943)
(18,603)
3,323
1,380
(13,390)
(3,270)
(16,660)
(1,943)
(18,603)
3,323
1.380
metalbank.com.au | ASX:MBK
41
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
10. EXPLORATION AND EVALUATION EXPENDITURE
Exploration and evaluation expenditure
10,804,133
3,829,304
2022
$
2021
$
Reconciliation of carrying amount
Balance at beginning of financial year
Project acquisition cost
Expenditure in current year
Balance at end of financial period
11. OTHER FINANCIAL ASSET
Non-current assets
Contingent consideration
3,829,304
5,431,250
1,543,579
10,804,133
2,235,455
-
1,593,849
3,829,304
2022
$
2021
$
6,000,000
6,000,000
In July 2020 the Company sold its interest in the Triumph project for the following consideration:
• $400,000 in cash
• $1.5 million on the purchaser achieving a Mineral Resource of 500,000 oz au or more;
• $2 million on the purchaser achieving a Mineral Resource of 1,000,000 oz au or more;
• $2.5 million on the purchaser achieving a Mineral Resource of 2,000,000 oz au or more; and
a 1% gross royalty.
$400,000 in cash was received during the 2021 year and the balance remains receivable on the
project achieving the milestones as outlined above.
12. TRADE AND OTHER PAYABLES
CURRENT
Unsecured liabilities:
Trade payables
Sundry payables and accrued
expenses
Deferred consideration
2022
$
2021
$
627,671
162,264
1,500,000
2,289,935
96,236
69,998
-
166,234
• The following terms are applicable in relation to the deferred consideration above.
(i)
a)
payment of $1.5 million to be paid on the earlier of:
the date when Metal Bank first identifies a JORC Code Mineral Resource of 100,000 ounces
or more in aggregate on the Livingstone Project tenements; or
b) 12 calendar months from the date of Completion
(ii)
$1 million to be paid in the event that and when Metal Bank first identifies a JORC Code
Mineral Resource of 250,000 ounces or more in aggregate on the Livingstone Project
tenements; and
metalbank.com.au | ASX:MBK
42
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
TRADE AND OTHER PAYABLES (continued)
(iii)
$4 million to be paid in the event that and when Metal Bank first identifies a JORC Code
Mineral Resource of 500,000 ounces or more in aggregate on the Livingstone Project
tenements
There is no definitive accounting treatment in terms of the Australian Accounting Standards for
contingent payments for assets that are not part of a business combination as was the case for the
acquisition of the Livingston Project. The IFRS Interpretations Committee considered the matter
over several years up to 2016, following requests from preparers of financial statements. In its final
consideration in 2016, the Committee noted that there was substantial diversity in practice, but was
unable to reach agreement on the appropriate treatment for such payments. Broadly speaking, there
were two potential approaches:
• Recognition of a financial liability, with a corresponding increase in the asset’s cost, based on
the fair value at date of initial recognition of the asset; or
• Recognition of a financial liability, with a corresponding expense, only when the required future
activity occurs - in this case the identification of specific mineral resources
The Directors have exercised their judgement in determining that the most appropriate policy for the
Group is to recognise the financial liability, with a corresponding expense, only when the required
future activity occur being the identification of JORC Code Mineral Resources referred to above.
metalbank.com.au | ASX:MBK
43
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
13. SHARE CAPITAL
(a) Issued Capital
2,607,818,160 (30 June 2021 –
1,189,068,304 ) fully paid ordinary
shares
30 June
2022
$
30 June
2021
$
33,715,336
22,879,168
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to
the number of shares held. At shareholders’ meetings each ordinary share is entitled to one vote when a poll
is called, otherwise each shareholder has one vote on a show of hands.
Reconciliation of movements in share capital during the period:
June
2022
No. Shares
June
2021
No. Shares
June
2022
$
June
2021
$
1,189,068,304
882,864,297
22,879,168
20,852,582
1,262,499,856
301,644,007
10,100,000
2,111,512
-
4,560,000
34,500
125,000,000
31,250,000
-
-
-
-
1,000,000
250,000
-
-
(513,832)
(119,426)
2,607,818,160
1,189,068,304
33,715,336
22,879,168
Opening balance – start of
reporting period
Issue of shares, placement
Share issue on vesting of
performance rights
Issue of shares, Livingstone
Project
Issue of shares, Millennium
Project
Cost of issue
Closing balance – end of
reporting period
(b) Reserves
Share options
June
2022
No. Options
June
2021
No. Options
June
2022
$
June
2021
$
Opening balance
Issue of free attaching options to
placement
Issue of options to broker
Issue of options, Livingstone
Project acquisition
Share options issued
Share options lapsed
Closing balance
165,822,090
631,249,853
15,000,000
-
-
-
62,500,000
-
(165,822,090)
708,749,853
-
165,822,090
-
165,822,090
54,180
-
43,500
181,250
-
(54,180)
224,750
-
-
-
-
54,180
54,180
The Company issued 631,249,853 free attaching share options as part of the December 2021 capital raise on
the basis of one option for every two new shares issued. All options have an exercise price of $0.016 and an
expiry date of 7 December 2023. No value has been ascribed to these options in the options reserve as these
are free attaching options as part of a capital raising consequently are not a share-based payment.
165,822,090 options lapsed on 31 March 2022.
metalbank.com.au | ASX:MBK
44
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
SHARE CAPITAL (CONTINUED)
In addition, the Company issued 15,000,000 options to an advisor for assisting in the capital raise, and
recorded a charge of $43,500 in relation to this share based payment expense. All options have an
exercise price of $0.016 and an expiry date of 7 December 2023. The options were valued at $0.029
per option based on a Black & Scholes model.
The Company issued a further 62,500,000 free attaching share options as part consideration for the
acquisition of the Livingstone project, on the basis of one option for every two new shares. The options
have an exercise price of $0.016 and an expiry date of 7 December 2023. These options have been
valued using Black & Scholes using a risk rate of .48%, volatility of 100%, share price on date of issue
$0.007, exercise price $0.016 and expiry date 7 December 2023. The options were value at $0.029
on the issue date based on this model.
Performance rights
Opening balance
Performance rights awarded
Performance rights vested
Performance rights lapsed
Closing balance
Capital Management
June
2022
No. Rights
-
90,875,000
-
-
90,875,000
June
2021
No. Rights
-
9,120,000
(4,560,000)
(4,560,000)
-
June
2022
$
-
372,744
-
-
372,744
June
2021
$
-
34,500
(17,250)
(17,250)
-
The Company’s objectives when managing capital are to safeguard its ability to continue as a going
concern, so that it may continue to provide returns for shareholders and benefits for other stakeholders.
The Company’s capital includes ordinary share capital and financial liabilities, supported by financial
assets.
Due to the nature of the Company’s activities, being mineral exploration, it does not have ready access
to credit facilities, with the primary source of funding being equity raisings. Accordingly, the objective
of the Company’s capital risk management is to balance the current working capital position against
the requirements of the Company to meet exploration programmes and corporate overheads. This is
achieved by maintaining appropriate liquidity to meet anticipated operating requirements, with a view
to initiating appropriate capital raisings as required.
Cash and cash equivalents
Trade and other receivables
Financial assets
Trade and other payables
Working capital position
2022
2021
$
$
5,689,880
1,000,615
135,700
1,250
(789,935)
5,036,895
133,738
1,250
(166,234)
969,369
metalbank.com.au | ASX:MBK
45
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
RESERVES
Share based payment reserve
Movements in options issue reserve
Opening balance
Share based payment (Note 13)
Issue of options to broker
2022
$
2021
$
597,494
54,180
54,180
372,744
43,500
-
88,680
-
Issue of shares on vesting of performance rights
-
(34,500)
Options lapsed
Project acquisition options issued (Note 5)
Closing balance
(54,180)
181,250
597,494
-
-
54,180
The reserves relate to share options on issue and will be transferred to share capital in the event the
options are exercised, or accumulated losses in the event the options lapse.
14. FINANCIAL RISK MANAGEMENT
The group’s principal financial instruments comprise mainly of borrowings and deposits with banks
and shares in listed companies shown as financial assets at fair value through profit and loss. The
main purpose of the financial instruments is to achieve optimal funding for the group with limited risk
and earn the maximum amount of interest at a low risk to the group. The group also has other financial
instruments such as trade debtors and creditors which arise directly from its operations.
The consolidated entity holds the following financial instruments at the end of the reporting period:
and
cash
Financial assets
Cash
equivalents
Trade
receivables
Financial assets at fair value through
profit and loss
other
and
Financial liabilities
Trade and other payables
2022
$
2021
$
5,689,880
1,000,615
135,700
1,250
133,738
1,250
5,826,830
1,135,603
789,935
166,234
The main risks arising from the Company’s financial instruments are market risk, credit risk and liquidity
risk. The Board reviews and agrees policies for managing each of these risks and they are summarised
below:
a. Market risk
Cash flow and fair value interest rate risk
The group’s main interest rate risk arises from borrowings and cash deposits to be applied to
exploration and development areas of interest. Borrowings are primarily to bridge the gap
between funding requirements and obtaining shareholder approval for equity issues. It is the
group’s policy to invest cash in short term deposits to minimise the group’s exposure to interest
rate fluctuations. The group’s deposits were denominated in Australian dollars throughout the
year. The group did not enter into any interest rate swap contracts.
metalbank.com.au | ASX:MBK
46
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FINANCIAL RISK MANAGEMENT (CONTINUED)
b. Credit Risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting
in financial loss to the group. The group has adopted the policy of only dealing with credit
worthy counterparties and obtaining sufficient collateral or other security where appropriate,
as a means of mitigating the risk of financial loss from defaults. The cash transactions of the
group are limited to high credit quality financial institutions.
The group does not have any significant credit risk exposure to any single counterparty or any
group of counterparties having similar characteristics. The carrying amount of financial assets
recorded in the financial statements, net of any provisions for losses, represents the group’s
maximum exposure to credit risk.
All cash holdings within the Group are currently held with AA rated financial institutions.
c. Liquidity Risk
The group manages liquidity risk by continuously monitoring forecast and actual cash flows
and matching the maturity profiles of financial assets and liabilities. Surplus funds when
available are generally only invested in high credit quality financial institutions in highly liquid
markets.
Financial Instrument composition and maturity analysis
The tables below reflect the undiscounted contractual settlement terms for financial instruments of a
fixed period of maturity, as well as management’s expectations of the settlement period for all other
financial instruments. As such, the amounts may not reconcile to the statement of financial position.
Consolidated
Group
Financial
liabilities - due
for payment:
Trade and other
payables
Deferred
consideration
Total contractual
outflows
Financial assets
– cash flows
realisable
Cash and cash
equivalents
Trade and other
receivables
Financial assets
Total anticipated
inflows
Net
inflow/(outflow)
on financial
instruments
Within 1 year
1 to 5 years
2022
$
2021
$
2022
$
2021
$
Over 5 years
2021
2022
$
$
Total
2022
$
2021
$
789,935
166,234
1,500,000
-
2,289,935
166,234
5,689,880
1,000,615
135,700
1,250
133,738
1,250
5,826,830
1,135,603
3,536,895
969,369
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
789,935
166,234
- 1,500,000
-
- 2,289,935
166,234
- 5,689,880
1,000,615
-
-
135,700
1,250
133,738
1,250
- 5,826,830
1,135,603
- 3,536,895
969,369
metalbank.com.au | ASX:MBK
47
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FINANCIAL RISK MANAGEMENT (CONTINUED)
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates at the reporting date would have increased/(decreased) equity
and profit or loss by the amounts shown below.
30 June 2022
Cash and cash equivalents
30 June 2021
Cash and cash equivalents
Carrying
Value
$
5,689,880
5,689,880
$
1,000,615
1,000,615
Change in profit
Change in equity
100bp
Increase
$
100bp
decrease
$
100bp
increase
$
100bp
decrease
$
56,899
56,899
$
10,006
10,006
(56,899)
(56,899)
$
(10,006)
(10,006)
56,899
56,899
$
10,006
10,006
(56,899)
(56,899)
$
(10,006)
(10,006)
Maturity of financial assets and liabilities
The note below summarises the maturity of the group’s financial assets and liabilities as per the director’s
expectations. The amounts disclosed are the contractual undiscounted cash flows. There are no derivatives.
30 June 2022
Trade and other receivables
Trade and other payables
Deferred consideration
30 June 2021
Trade and other receivables
Trade and other payables
< 6 months
$
135,700
789,935
1,500,000
$
133,738
166,234
6 – 12
months
$
-
-
-
$
-
-
1- 5 years
>5 years
Total
$
$
-
-
-
$
-
-
$
135,700
789,935
1,500,000
133,738
166,234
-
-
-
$
-
-
Fair value of financial assets and financial liabilities
There is no difference between the fair values and the carrying amounts of the group’s financial instruments.
The Group has no unrecognised financial instruments at balance date.
Financial Instruments Measured at Fair Value
The financial instruments recognised at fair value in the statement of financial position have been analysed
and classified using a fair value hierarchy reflecting the significance of the inputs used in making the
measurements. The fair value hierarchy consists of the following levels:
• quoted prices in active markets for identical assets or liabilities (Level 1);
•
•
inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (as prices) or indirectly (derived from prices) (Level 2); and
inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level
3).
metalbank.com.au | ASX:MBK
48
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
FINANCIAL RISK MANAGEMENT (CONTINUED)
Sensitivity analysis on changes in market rates
A change of 20% in equity prices at the reporting date would increase/(decrease) equity and profit or loss as
shown below:
Carrying
Value
$
Change in profit
20%
increase
$
20%
decrease
$
Change in equity
20%
20%
decrease
increase
$
$
1,250
250
(250)
250
(250)
1,250
250
(250)
250
(250)
30 June 2022
Financial assets available for sale
ASX listed investments
30 June 2021
Financial assets available for sale
ASX listed investments
15. COMMITMENTS
Note 5 in respect of additional potential commitments in respect of the Millennium Project.
The consolidated group currently has commitments for expenditure at 30 June 2022 on its
Australian exploration tenements, up to the date of expiry, as follows:
Not later than 12 months
Between 12 months and 5 years
Greater than 5 years
2022
$
264,750
159,250
-
424,000
2021
$
120,458
185,292
-
305,750
16. CONTINGENT LIABILITIES AND CONTINGENT ASSETS
See Note 5 in respect of additional potential contingent liabilities/commitments in respect of the Millennium
Project.
As stated in Note 12, the Group has the following contingent liabilities in relation to deferred consideration:
(i)
(ii)
$1 million to be paid in the event that and when Metal Bank first identifies a JORC Code Mineral
Resource of 250,000 ounces or more in aggregate on the Livingstone Project tenements; and
$4 million to be paid in the event that and when Metal Bank first identifies a JORC Code Mineral
Resource of 500,000 ounces or more in aggregate on the Livingstone Project tenements.
There are no contingent assets as at balance sheet date.
17. RELATED PARTY DISCLOSURES
Refer to the Remuneration Report contained in the Directors Report for details of the remuneration paid or
payable to each member of the Group’s key management personnel for the year ended 30 June 2022.
There were no other transactions with related parties during the year, or the prior year.
The total remuneration paid to key management personnel of the company and the group during the year are
as follows:
Short term employee benefits
Share based payments
2022
$
559,502
372,764
932,246
2021
$
425,020
34,500
459,520
metalbank.com.au | ASX:MBK
49
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
RELATED PARTY DISCLOSURES (CONTINUED)
Directors' and executive officers’ emoluments
(a) Details of Directors and Key Management Personnel
(i) Directors
Inés Scotland (Executive Chair) (Appointed 13 August 2013)
Sue-Ann Higgins (Executive Director) (Appointed 24 February 2020)
Guy Robertson (Executive Director) (Appointed 17 September 2012)
(ii) Company secretary
Sue-Ann Higgins (Company Secretary) (Appointed 21 August 2013)
(iii) Management
Sue-Ann Higgins (Chief Operating Officer)
Rhys Davies (General Manager) (Appointed 1 May 2021)
Liam Fromhyr (Exploration Manager)
(iii) Directors’ remuneration
Directors’ remuneration and other terms of employment are reviewed annually by the Board having
regard to performance against goals set at the start of the year, relative comparative information and,
where applicable, independent expert advice.
Except as detailed in Notes (a) – (c) to the Remuneration Report in the Director’s Report, no director
has received or become entitled to receive, during or since the financial period, a benefit because of
a contract made by the Company or a related body corporate with a director, a firm of which a director
is a member or an entity in which a director has a substantial financial interest. This statement
excludes a benefit included in the aggregate amount of emoluments received or due and receivable
by directors and shown in Notes (a) - (c) to the Remuneration Report, prepared in accordance with the
Corporations regulations, or the fixed salary of a full time employee of the Company.
(b) Key Management Personnel
Other than the Directors, Chief Operating Officer/Company Secretary and Exploration Manager, the
Company had no key management personnel for the financial period ended 30 June 2022.
(c) Remuneration Options: Granted and vested during the financial year ended 30 June 2022
There were no remuneration options granted during the financial year ended 30 June 2022.
(d) Share and Option holdings
All equity dealings with directors have been entered into with terms and conditions no more favourable
than those that the entity would have adopted if dealing at arm’s length.
Shares held by Directors and Officers
Period from 1 July 2021 to 30 June 2022
I. Scotland
G. Robertson
S. Higgins
Balance at
beginning
of period
109,112,780
793,334
71,418,589
181,324,703
Received as
Remuneration
Purchased
Balance at
end of year
-
-
-
-
38,321,333
147,434,113
3,728,889
4,522,223
58,952,392
101,002,614
130,370,981
282,327,317
metalbank.com.au | ASX:MBK
51
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
RELATED PARTY DISCLOSURES (CONTINUED)
Period from 1 July 2020 to 30 June 2021
I. Scotland
G. Robertson
T. Wright¹
S. Higgins
Balance at
beginning
of period
108,936,780
680,000
14,332,615
57,025,036
180,974,431
Received as
Remuneration
Purchased
Balance at end
of year
-
-
4,560,000
176,000
113,334
-
109,112,780
793,334
-
-
14,393,553
71,418,589
4,560,000
14,682,887
181,324,703
¹ Resigned 31 May 2021
Options held by Officers and Directors
Period from 1 July 2021 to 30 June 2022
I. Scotland
G. Robertson
S. Higgins
Balance at
beginning
of period
88,000
56,667
6,996,778
7,141,445
Received as
Remuneration
Purchased
Lapsed
Balance at
end of year
-
-
-
-
19,160,666
(88,000)
19,160,666
1,514,444
(56,667)
1,514,444
29,118,695
49,793,805
(6,996,778)
(7,141,445)
29,118,695
49,793,805
Period from 1 July 2020 to 30 June 2021
I. Scotland
G. Robertson
S. Higgins
Balance at
beginning
of period
Received as
Remuneration
Purchased¹
Balance at end
of year
-
-
-
-
-
-
-
-
88,000
56,667
6,996,778
7,141,445
88,000
56,667
6,996,778
7,141,445
¹Options were acquired as free attaching options to share purchase on the basis of one option for
every two new shares. The options have an exercise price of $0.015 and an expiry date of 31 March
2022.
Performance Rights
Details of the movement in performance rights
Period from 1 July 2021 to 30 June 2022
Directors
I. Scotland
G. Robertson
S. Higgins
Balance at
beginning
of period
Received as
Remuneration
Lapsed
Balance at end
of year
-
-
-
-
15,000,000
12,500,000
21,000,000
48,500,000
-
-
-
-
15,000,000
12,500,000
21,000,000
48,500,000
metalbank.com.au | ASX:MBK
52
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
RELATED PARTY DISCLOSURES (CONTINUED)
Performance rights
Total performance rights
Movements in performance rights
At 1 July
Performance rights awarded
Performance rights vested
Performance rights lapsed
At 30 June
2022
No.
2021
No.
-
90,875,000
-
-
90,875,000
-
9,120,000
(4,560,000)
(4,560,000)
-
48,500,000 performance rights were issued to directors and 42,375,000 to employees. Am amount of
$372,744 was expensed during the year relating to these performance rights (2021: $35,000).
Performance Rights
I. Scotland
I.Scotland
G. Robertson
G.Robertson
S. Higgins
S Higgins
R. Davies
R Davies
Other employees
Date
Granted
8/12/2021
8/12/2021
8/12/2021
8/12/2021
Number
Granted
7,500,000
Performance
period to
25/10/2022
7,500,000
25/10/2023
6,250,000
25/10/2022
6,250,000
25/10/2023
8/12/2021
10,500,000
25/10/2022
8/12/2021
10,500,000
25/10/2023
8/12/2021
15,000,000
25/10/2022
8/12/2021
15,000,000
78,500,000
12,375,000
90,875,000
25/10/2023
25/10/2023
Vested
0%
0%
0%
0%
0%
0%
0%
0%
0%
Total Value
66,150
48,804
55,125
40,670
92,610
68,326
132,300
97,608
601,593
64,096
665,689
18. SEGMENT INFORMATION
The group’s operations are in one business segment being the resources sector. The group operates
in Australia. All subsidiaries in the group operate within the same segment.
The group has no operating results or assets/liabilities in the United States of America and therefore
no detail segment information is disclosed.
metalbank.com.au | ASX:MBK
53
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
19. EARNINGS PER SHARE
Reconciliation of earnings per share
Basic and diluted earnings per share
Loss used in the calculation of the basic
earnings per share
Weighted average number of ordinary
shares:
Used in calculating basic earnings per
ordinary share
Dilutive potential ordinary shares
Used in calculating diluted earnings per share
20. AUDITORS REMUNERATION
Auditor of parent entity
Audit of financial reports
Non-audit services
2022
Cents
2021
Cents
(0.10)
(0.03)
(1,893,250)
(364,436)
1,974,239,457
1,138,479,251
-
1,974,239,457
-
1,138,479,251
2022
$
46,000
-
46,000
2021
$
38,000
-
38,000
21. CASH FLOW INFORMATION
Reconciliation of net cash used in operating activities with profit after income tax
Loss after income tax
Non-cash flows in loss:
Depreciation
Share based payments
Changes in assets and liabilities:
Increase in trade and other receivables
Increase/(decrease) in trade and other
payables
Net cash outflow from operating activities
Non-cash Financing and Investing Activities
2022
$
(1,893,250)
2021
$
(364,436)
1,943
372,744
3,270
34,500
(1,962)
(98,119)
129,831
(1,390,694)
(54,069)
(478,854)
See Note 5 for non-cash investing activities. Shares to the value of $1,250,000 and options to the
value of $181,250 were issued, and deferred consideration recognised, for project acquisition. In
addition, non-cash financing in the form of options issued a broker were valued at $43,500.
metalbank.com.au | ASX:MBK
54
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
22. PARENT ENTITY DISCLOSURES
Financial Position
Assets
Current Assets
Non-current assets
Total Assets
Total Current Liabilities
Total liabilities
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Loss after income tax
2022
$
2021
$
5,734,613
16,288,484
1,099,332
9,793,337
22,023,097
10,892,669
1,680,689
1,680,689
90,673
90,673
20,342,410
10,801,996
33,715,338
597,494
(13,970,424)
22,879,168
54,180
(12,131,352)
20,342,408
10,801,996
(1,839,072)
(364,436)
Total comprehensive loss
(1,839,072)
(364,436)
i. Contingent liabilities and contingent assets
The parent entity is responsible for the contingent liabilities and contingent assets outlined in note 17.
ii. Commitments
The parent entity is responsible for the commitments outlined in note 16.
iii. Related parties
Interest in subsidiaries is set out in note 24.
Disclosures relating to key management personnel are set out in note 18.
23. CONTROLLED ENTITY
Parent Entity:
Metal Bank Limited
Subsidiary:
Roar Resources Pty Ltd
MBK Millennium Pty Ltd
MBK Projects Pty Ltd
Westernx Pty Ltd
Country of
Incorporation
Ownership %
2022
Ownership %
2021
Australia
Australia
Australia
Australia
Australia
-
100
100
100
100
-
100
100
100
-
metalbank.com.au | ASX:MBK
55
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
24. SHARE BASED PAYMENTS
Performance rights
Following shareholders’ approval on 29 November 2021, the Company issued the following
performance rights:
2021 Performance Rights
2022 Performance Rights
Inés Scotland
7,500.000
7,500.000
Sue-Ann Higgins
10,500,000
10,500,000
Guy Robertson
6,250,000
6,250,000
In addition, the Company issued the following employee performance rights:
2021 Performance Rights
2022 Performance Rights
Employees
21,187,500
21,187,500
The 2021 Performance Rights are subject to the following vesting conditions:
• completion of the Entitlement Offer and the Livingstone Acquisition (which both completed in
December 2021); and
• an employment condition requiring continuation in employment for a period of one year from 25
October 2021.
The 2022 Performance Rights are subject to certain performance milestones (Performance
Conditions) which are set out below. Upon achievement of the Performance Conditions prior the
end of the relevant Performance Period, the Performance Rights will vest in the percentages set out
below.
%
25%
25%
25%
25%
Share Price Milestones – the Rights will vest upon:
The 30 day VWAP of the Company's share price being equal to or above 50% of the
30 day VWAP for the Company’s Shares at the time of the Offer (25 October 2021)
The 30 day VWAP of the Company's share price being equal to or above 100% of
the 30 day VWAP for the Company’s Shares at the time of the Offer (25 October
2021)
The 30 day VWAP of the Company's share price being equal to or above 150% of
the 30 day VWAP for the Company’s Shares at the time of the Offer (25 October
2021)
The 30 day VWAP of the Company's share price being equal to or above 200% of
the 30 day VWAP for the Company’s Shares at the time of the Offer (25 October
2021)
Note: The share price milestones are cumulative. If the Share price achieves a second, third or
fourth hurdle before there is time for vesting of the Rights for a previous hurdle, then all the
Rights due at that hurdle will be vested
Alternate Milestones: in the event no Share Price Milestones are triggered in the Performance
Period: Note: these alternate milestones are not cumulative.
100%
Either:
MBK's JORC 2012 Resource at any one Project exceeds 200,000 ounces of
contained Au or Au Equivalent from a Resource with a minimum cut-off grade of no
less than 0.5 g/t Au; or
MBK's JORC 2012 Resource at any one Project exceeds 8 million tonnes of copper
metal equivalent from a Resource with a minimum cut-off grade of no less than 0.5%
CuEq
metalbank.com.au | ASX:MBK
56
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
SHARE BASED PAYMENTS - Continued
The performance rights have been valued by 22 Corporate Advisory using a Black Scholes model
producing a value of $0.009 for each 2021 performance right and $0.00664 for each 2022 performance
right using a Monte Carlo Simulation Methodology. The total valuation being $404,573 and $298,485
for 2021 and 2022 respectively. The Final Exercise Date by which a vested Incentive Security must
be exercised is the date which is 15 years from the date of grant date.
The cost of the performance rights is being amortised over the vesting period with $372,744 being
expensed in the period to 30 June 2022.
Share based payment reserve
Opening balance – start of reporting period
Performance rights
Closing balance
June
2022
$
-
372,744
372,744
June
2021
$
-
-
-
25. SIGNIFICANT AFTER BALANCE DATE EVENTS
There are currently no matters or circumstances that have arisen since the end of the financial period
that have significantly affected or may significantly affect the operations of the consolidated entity, the
results of those operations, or the state of affairs of the consolidated entity in future financial years.
metalbank.com.au | ASX:MBK
57
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
DIRECTOR’S DECLARATION
In accordance with a resolution of the directors of Metal Bank Limited, the directors of the company
declare that:
1.
the financial statements and notes, as set out on pages 27 to 57, are in accordance with the
Corporations Act 2001 and:
a. comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to
the financial statements, the Corporations Regulations 2001, other mandatory professional
reporting requirements and International Financial Reporting Standards (IFRS); and
b. give a true and fair view of the financial position as at 30 June 2022 and of the performance
for the year ended on that date of the consolidated group;
2.
3.
in the directors’ opinion there are reasonable grounds to believe that the company will be able to
pay its debts as and when they become due and payable; and
the directors have been given the declarations required by s295A of the Corporations Act 2001
from the Chief Executive Officer and Chief Financial Officer.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the
Corporations Act 2001.
Guy Robertson
Director
Sydney, 29 September 2022
metalbank.com.au | ASX:MBK
58
INDEPENDENT AUDITOR’S REPORT
To the Members of Metal Bank Limited
Qualified Opinion
RSM Australia Partners
Level 13, 60 Castlereagh Street Sydney NSW 2000
GPO Box 5138 Sydney NSW 2001
T +61 (0) 2 8226 4500
F +61 (0) 2 8226 4501
www.rsm.com.au
We have audited the financial report of Metal Bank Limited (the Company) and its subsidiaries (the Group), which
comprises the consolidated statement of financial position as at 30 June 2022, the consolidated statement of
comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash
flows for the year then ended, and notes to the financial statements, including a summary of significant accounting
policies, and the directors' declaration.
In our opinion, except for the matter described in the Basis for Qualified Opinion section of our report, the
accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Group's financial position as at 30 June 2022 and of its financial
performance for the year then ended; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Qualified Opinion
Included in Note 11 of the financial report is a financial asset with a carrying value of $6,000,000 as at 30 June
2022. The sale transaction was concluded in September 2020 for a variable consideration based on staged
payments upon the identification of future JORC Mineral Resource milestones as well as a potential royalty. There
is significant judgement required with regards to the estimation of the likelihood and timing of the future JORC
milestones and royalties, and therefore the value of the consideration that will ultimately be received. We were
unable to obtain sufficient appropriate audit evidence about the assumptions used to determine the fair value of
the asset. Consequently, we were unable to determine whether any adjustments to these amounts were
necessary.
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial
report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
qualified opinion.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the
RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
59
Key Audit Matter
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Basis for Qualified Opinion section, we have determined the matter
described below to be the key audit matter to be communicated in our report.
Key Audit Matter
How our audit addressed this matter
Livingstone and Millennium Project Acquisitions
Refer to Note 5, Note 10, Note 12, Note 15 and Note 16
During the financial year ended 30 June 2022, Metal
Bank has entered into a Share Sale Agreement to
acquire Kingston Resources Limited’s 75% interest
in the advanced Livingstone gold project in WA and
has exercised option to earn up to 80% interest in
the Millennium Project. The project acquisition cost
amount to $5,431,250.
We consider these transactions to be a key audit
matter because of
• The judgements involved in determining
whether the transaction is in a Business
Combination or asset acquisition.
• The technical complexity of the acquisition
accounting.
• The materiality of the transaction relative to
the total assets.
Our audit procedures included the following:
• Obtained the share purchase agreements and
other associated documents and gained an
understanding of the nature of the transactions.
• Considered the nature of the transactions and
related assets evaluating whether the transaction
was considered to be an asset acquisition, or a
Business Combinations as contemplated in AASB
3; Business Combinations.
•
Inspected that the accounting entries and related
disclosures were consistent with the terms of the
agreement having consideration of the potential
commitments and milestone payment
requirements.
• Where applicable, traced the cash payments in
relation to these transactions to the bank
statements. Assessed the fair values of the
assets acquired relative to the equity settled
share based payments.
•
Inspected various documentation to ensure that
the ownership of the assets has passed to the
Group.
• Reviewed the disclosures in relation to the
transactions and resulting deferred
considerations, contingencies, and commitments.
60
Key Audit Matter
How our audit addressed this matter
Carrying Value of Capitalised Exploration and Evaluation
Refer to Note 10
At 30 June 2022, the Group held capitalised
exploration and evaluation assets of $10,804,133.
They represent a substantial portion of the total
assets of the Group at that date.
We consider the carrying amount of these assets
under AASB6 Exploration for and Evaluation of
Mineral Resources due
significant
management judgement involved, including:
the
to
• Whether the exploration and evaluation spend
can be associated with finding specific mineral
resources, and
that
expenditure is allocated to an area of interest.
the Group’s ability and intention to continue to
explore the area.
the basis on which
•
• which costs should be capitalised.
•
the existence of any impairment indicators (such
as the potential that mineral reserves and
resources may not be commercially viable for
extraction, or that the carrying value of the
assets may not be recovered through sale or
successful development) – and if so, those
applied
to determine and quantify any
impairment loss.
• whether exploration activities have reached the
stage at which the existence of an economically
recoverable reserve may be determined.
Our audit procedures included the following:
• Obtaining evidence that the Group has valid rights
to explore in the specific areas of interest.
• Ensuring that the right to tenure of the areas of
interest was current through confirmation with the
relevant government departments.
• Critically assessing and evaluating management’s
determination that no indicators of impairment exist
as contemplated in AASB 6, Exploration for and
Evaluation of Mineral Resources.
• Agreeing a sample of the additions to capitalised
exploration expenditure during
to
supporting documentation, and ensuring that the
amounts were capital in nature.
the year
review of
• Through discussions with the Group’s management
the Group’s ASX
team, and
announcements and other relevant documentation,
assessing management’s determination
that
exploration activities have not yet progressed to the
point where the existence or otherwise of an
economically recoverable mineral resource may be
determined.
• Confirming that management has not resolved to
discontinue activities in the specific area of interest.
• Assessing the adequacy of the disclosures in the
financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 30 June 2022 but does not include the financial report and the
auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report, or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
61
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial
report, the directors are responsible for assessing the ability of the Group to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do
so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf.
This description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 20 – 23 of the directors' report for the year ended
30 June 2022.
In our opinion, the Remuneration Report of Metal Bank Limited for the year ended 30 June 2022, complies with
section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
RSM Australia Partners
Gary N Sherwood
Partner
Sydney NSW, dated 29 September 2022
62
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
ADDITIONAL INFORMATION FOR LISTED COMPANIES
As at 19 September 2022
The following additional information is required by the Australian Securities Exchange pursuant to
Listing Rule 4.10. The information provided is current as at 19 September 2022 unless otherwise
stated.
a. Distribution of Shareholders
Holding Ranges
above 0 up to and including 1,000
above 1,000 up to and including 5,000
above 5,000 up to and including 10,000
above 10,000 up to and including
100,000
above 100,000
Totals
Holders
49
13
43
Total Units
3,538
28,804
416,435
495
1,129
1,729
30,904,173
2,571,905,210
2,603,258,160
% Issued Share
Capital
0.00%
0.00%
0.02%
1.19%
98.80%
100.00%
b. The number of shareholders who hold less than a marketable parcel is 617.
c. Substantial shareholders
The names of the substantial shareholders in the Company, the number of equity securities to
which each substantial shareholder and substantial holder’s associates have a relevant
interest, as disclosed in substantial holding notices given to the Company are:
Kinvest Limited
Ines Scotland
Indigo Pearl Capital Ltd
Stella Adriatica (CI) Ltd
Sue-Ann Higgins
No of shares
375,000,000
147,434,113
145,390,780
134,166,581
%
15.3%
6.01%
5.93%
5.47%
129,655,981
5.29%
metalbank.com.au | ASX:MBK
63
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
ADDITIONAL INFORMATION FOR LISTED COMPANIES
As at 19 September 2022
d. Twenty largest holders of each class of quoted equity security
Ordinary Shares
Position
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
17
18
19
20
Holder Name
KINVEST LIMITED
BERNE NO 132 NOMINEES PTY LTD
<600835 A/C>
STELLA ADRIATICA (CI) LTD
KINGSTON RESOURCES LIMITED
KENSINGTON TRUST SINGAPORE LTD
KENSINGTON TRUST SINGAPORE LTD
BNP PARIBAS NOMINEES PTY LTD
TROCA ENTERPRISES PTY LTD
GLOBAL ENERGY METALS CORPORATION
CAPRICORN MINING PTY LTD
ROOKHARP CAPITAL PTY LIMITED
CRANPORT PTY LTD
LONGTEMPS PTY LTD
MR DJORDE BELOSEVIC
BENNELONG RESOURCE CAPITAL PTY LTD
CITICORP NOMINEES PTY LIMITED
KIRKY CAPITAL PTY LTD
MR ROBERT GILBERT JOHNS
SCINTILLA STRATEGIC INVESTMENTS
LIMITED
KENSINGTON TRUST SINGAPORE LTD
DIADEM INVESTMENTS PTY LTD
Total
Total issued capital - selected security
class(es)
Holding
375,000,000
145,380,780
134,166,581
125,000,000
116,817,803
101,972,138
51,214,560
35,000,000
31,250,000
27,500,000
24,193,548
21,250,000
19,000,000
18,159,328
18,083,333
17,100,692
16,500,000
16,500,000
16,250,000
16,190,431
16,000,003
% IC
14.41%
5.58%
5.15%
4.80%
4.49%
3.92%
1.97%
1.34%
1.20%
1.06%
0.93%
0.82%
0.73%
0.70%
0.69%
0.66%
0.63%
0.63%
0.62%
0.62%
0.61%
1,342,529,197
51.57%
2,603,258,160
100.00%
metalbank.com.au | ASX:MBK
64
METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
ADDITIONAL INFORMATION FOR LISTED COMPANIES
As at 19 September 2022
Options (MBKO – Listed Options @ $0.016 Exp 7/12/2023)
Position Holder Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
17
18
19
19
20
KINVEST LIMITED
KINGSTON RESOURCES LIMITED
KENSINGTON TRUST SINGAPORE LTD
KENSINGTON TRUST SINGAPORE LTD
BERNE NO 132 NOMINEES PTY LTD <600835 A/C>
TROCA ENTERPRISES PTY LTD
STELLA ADRIATICA (CI) LTD
MR SIMON JOHN JARRETT
MATTHEW BURFORD SUPER FUND PTY LTD
ROOKHARP CAPITAL PTY LIMITED
CRANPORT PTY LTD
JL AND RA ROBERTS PTY LTD
SCINTILLA STRATEGIC INVESTMENTS LIMITED
DIADEM INVESTMENTS PTY LTD
CITICORP NOMINEES PTY LIMITED
MR DAVID ROBERT JOHN KALUZA
MR BIN LIU
MR STEPHEN HUNTER
MR MD AKRAM UDDIN
PETERLYN PTY LTD
AURALANDIA PTY LTD
CHALLENGE AURORA PTY LTD
Totals
Total Issued Options
Holding
187,500,000
62,500,000
25,238,560
%
26.46%
8.82%
3.56%
20,394,427
2.88%
18,750,000
17,500,000
2.65%
2.47%
15,625,000
2.20%
15,000,000
13,875,000
2.12%
1.96%
12,096,774
10,625,000
10,000,000
8,125,000
8,000,001
7,772,135
7,718,853
7,500,000
7,500,000
6,743,761
6,250,000
1.71%
1.50%
1.41%
1.15%
1.13%
1.10%
1.09%
1.06%
1.06%
0.95%
0.88%
0.88%
6,250,000
0.87%
6,150,000
67.88%
481,114,511
708,749,853 100.00%
e. Restricted Securities
There are 4,560,000 Employee Restricted Shares on issue which are subject to a restriction
on trading until 30 May 2023.
f. Unquoted equity securities
The Company has 90,875,000 performance rights on issue with vesting subject to milestones.
metalbank.com.au | ASX:MBK
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
ADDITIONAL INFORMATION FOR LISTED COMPANIES
As at 19 September 2022
1. Company Secretary
The name of the company secretary is Ms Sue-Ann Higgins.
2. Address and telephone details of entity’s registered and administrative office
Suite 506, Level 5
50 Clarence Street
Sydney NSW 2000
AUSTRALIA
Ph: (02) 9078 7669
GPO Box Q128
Queen Victoria Building
NSW 1230
AUSTRALIA
3. Address and telephone details of the office at which the register of securities is kept
Automic Pty Ltd
Level 5 126 Phillip Street
Sydney NSW 2000
Phone:
1300 288 664 (within Australia)
+61 2 9698 5414 (international)
Email: hello@automic.com.au
Web site: www.automic.com.au
4.
Stock exchange on which the Company’s securities are quoted
The Company’s listed equity securities are quoted on the Australian Securities Exchange.
Home Exchange – Melbourne; ASX Code: MBK.
5. Review of Operations
A review of operations is contained in the Review of Operations report.
6. On-market buy-back
There is currently no on-market buy-back.
metalbank.com.au | ASX:MBK
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METAL BANK LIMITED AND ITS CONTROLLED ENTITIES
ADDITIONAL INFORMATION FOR LISTED COMPANIES
As at 19 September 2022
DIRECTORS
Inès Scotland (Executive Chair)
Sue-Ann Higgins (Executive Director)
Guy Robertson (Executive Director)
COMPANY SECRETARY
Sue-Ann Higgins
REGISTERED OFFICE
Suite 506, Level 5
50 Clarence Street
Sydney NSW 2000
AUSTRALIA
Ph: (02) 9078 7669
MAILING ADDRESS
GPO Box Q128
Queen Victoria Building
NSW 1230
AUSTRALIA
SHARE REGISTRY
Automic Pty Ltd
Level 5 126 Phillip Street
Sydney NSW 200
Telephone:
1300 288 664 (within Australia)
+61 2 9698 5414 (international)
hello@automicgroup.com.au
AUDITORS
RSM Australia Pty Ltd
Level 13, 60 Castlereagh Street
Sydney NSW 2000
BANKERS
Westpac
WEBSITE
www.metalbank.com.au
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